EX-10.10





Exhibit
10.10




 




DATED: December 19, 2008




 




 




 



CONTRACT OF EMPLOYMENT

 

















 









 








Table of Contents




	 	 	 	 	 	 	 
	1	 	Start Date Conditionality and Continuous Employment
	 	 	1	 
	 	 	 
	 	 	 	 
	2	 	Job Title
	 	 	1	 
	 	 	 
	 	 	 	 
	3	 	Duties and Term
	 	 	1	 
	 	 	 
	 	 	 	 
	4	 	Place of Work
	 	 	2	 
	 	 	 
	 	 	 	 
	5	 	Hours of Work
	 	 	2	 
	 	 	 
	 	 	 	 
	6	 	Salary
	 	 	2	 
	 	 	 
	 	 	 	 
	7	 	Holidays
	 	 	4	 
	 	 	 
	 	 	 	 
	8	 	Other Benefits
	 	 	5	 
	 	 	 
	 	 	 	 
	9	 	Life Assurance Cover
	 	 	7	 
	 	 	 
	 	 	 	 
	10	 	Equity Awards
	 	 	7	 
	 	 	 
	 	 	 	 
	11	 	Sickness and Injury
	 	 	8	 
	 	 	 
	 	 	 	 
	12	 	Restrictions on other Activities
	 	 	8	 
	 	 	 
	 	 	 	 
	13	 	Confidential Information
	 	 	9	 
	 	 	 
	 	 	 	 
	14	 	Protected Disclosures
	 	 	10	 
	 	 	 
	 	 	 	 
	15	 	Intellectual Property
	 	 	10	 
	 	 	 
	 	 	 	 
	16	 	Termination of Employment
	 	 	11	 
	 	 	 
	 	 	 	 
	17	 	Garden Leave
	 	 	12	 
	 	 	 
	 	 	 	 
	18	 	Restrictions after Termination of Employment
	 	 	13	 
	 	 	 
	 	 	 	 
	19	 	Miscellaneous
	 	 	15	 
	 	 	 
	 	 	 	 
	20	 	Obligations on Termination and otherwise
	 	 	16	 
	 	 	 
	 	 	 	 
	21	 	Change of Control
	 	 	16	 
	 	 	 
	 	 	 	 
	22	 	Disciplinary Policy and Grievance Policy
	 	 	19	 
	 	 	 
	 	 	 	 
	23	 	Data Protection Act 1998
	 	 	19	 
	 	 	 
	 	 	 	 
	24	 	Conditions Precedent to this Contract of Employment
	 	 	20	 
	 	 	 
	 	 	 	 
	25	 	Contracts (Rights of Third Parties) Act 1999
	 	 	20	 
	 	 	 
	 	 	 	 
	26	 	Collective Agreements
	 	 	20	 
	 	 	 
	 	 	 	 
	27	 	Statutory Particulars
	 	 	20	 
	 	 	 
	 	 	 	 
	28	 	Whole Agreement
	 	 	20	 
	 	 	 
	 	 	 	 
	29	 	Governing Law
	 	 	20	 






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CONTRACT OF EMPLOYMENT




This
Contract of Employment is made on 19th December 2008 between:




	(1)	 	Claire’s Accessories UK Limited (the “Company”) whose registered company number is: 03115188
and whose registered office is Unit 4 Bromford Gate, Bromford Lane, Birmingham, B24 8DW; and
	 
	(2)	 	Kenneth Wilson of 12 Forrest Avenue, Aberdeen, AB15 5TG (“you”).





This Contract sets out the terms on which you are employed by the Company.




	1	 	Start Date Conditionality and Continuous Employment
	 
	1.1	 	Your employment will begin on 18 January 2009 (the “Commencement Date”).
	 
	1.2	 	Your period of continuous employment with the Company will begin on the “Commencement Date”.
	 
	1.3	 	In the event that your employment hereunder has not commenced by 18 January 2009 for any
reason whatsoever, then the condition precedent to this Contract of Employment shall not have
been fulfilled and this Contract of Employment shall fall away and be of no effect and without
any liability on the part of the Company.
	 
	1.4	 	You hereby warrant and confirm that you are not prevented from accepting this role or from
performing fully your duties under this contract by any obligation, duty or restriction owed
to any other person whomsoever or whatsoever, contractual or otherwise, and that you are
legally able to live and work in the UK.
	 
	1.5	 	This Contract of Employment shall be for an initial fixed period of 2 years from the
Commencement Date (“Initial Term”) but shall be terminable in accordance with clause 16 below.
	 
	2	 	Job Title
	 
	 	 	Your job title is President, Claire’s Europe. You will report to the Chief Executive
Officer for the time being of Claire’s Stores Inc. (“CEO”) and/or the Chairman of the Board
of Claire’s Stores Inc. and/or, always commensurate with your role and status in the
Company, such other designee as is appropriate.
	 
	3	 	Duties and Term
	 
	3.1	 	During your employment you shall:-






	 	3.1.1	 	devote the whole of your time, attention and abilities to the business of the Company;
	 
	 	3.1.2	 	faithfully and diligently exercise such powers and perform such duties and
hold such offices within the Company and/or any Affiliate as may from time to time be
assigned to you;
	 
	 	3.1.3	 	comply with all reasonable and lawful directions given to you, including
undertaking additional duties from time to time;
	 
	 	3.1.4	 	comply with all the Company’s rules, regulations, policies and procedures from
time to time in force;




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	 	3.1.5	 	use your best endeavours to promote, protect, develop and extend the
business(es) of the Company and of the Affiliates.






	3.2	 	This Contract of Employment shall be for the Initial Term set out at clause 1.5 above and
thereafter for an indefinite term if neither party confirms termination on expiry of such
fixed term but where such confirmation is subject to notice in accordance with clause 16
below.
	 
	4	 	Place of Work
	 
	4.1	 	You will be based at the Company’s principal office in the UK from time to time currently,
Unit 4, Bromford Gate, Bromford Lane, Birmingham, England and you are required to work at such
other location(s), whether on a temporary or permanent basis, as may be from time to time be
necessary or desirable for the proper performance of your duties hereunder or as otherwise
notified to you in writing.
	 
	4.2	 	You are required to travel, in order fully to perform your duties hereunder, on a worldwide
basis and you agree that this travel forms part of your duties.
	 
	4.3	 	It is not currently anticipated that you will be required to work outside the UK for
continuous periods of more than 1 month. In such event, if at all, as much notice as is
practicable will be given to you.
	 
	5	 	Hours of Work
	 
	5.1	 	The Company’s normal hours of work are 8.30 am to 5.30 pm Monday to Friday, and you are
required to work such hours together with such further hours (without additional pay) as may
be necessary or desirable in order for you fully to discharge your duties hereunder. You are
expected to exercise personal professional judgment in determining the number of hours you
need to work and you are overall expected to work such hours as enable you to deliver your
obligations to the satisfaction of the Chief Executive Officer for the time being of Claire’s
Stores Inc. and/or such other person as may be notified to you in writing from time to time.
	 
	5.2	 	As an autonomous decision-maker you agree that the limit on average weekly working hours
specified in Regulation 4(1) of the Working Time Regulations 1998 (the “Regulations”) does not
apply to your employment hereunder.
	 
	6	 	Salary
	 
	6.1	 	Your gross basic salary is £365,000 per annum (“Base Salary”), accruing on a daily basis.
You have the opportunity, initially prior to the commencement of your employment hereunder or,
in future at least 2 weeks prior to each anniversary of the Commencement Date (and for the
avoidance of doubt, it is and will remain your responsibility to make such election (as
indicated below) in a timely manner and not later than as indicated above), to make an
irrevocable election for a salary sacrifice of up to a maximum of £50, 000 per annum from Base
Salary to a personal pension plan of your choice. For the avoidance of any doubt, any election
must be made by you prior to the anniversary of the Commencement Date so that your election is
made prior to the year in which you become entitled to the Base Salary for that year. If you
wish to take advantage of such opportunity, it is your responsibility to ensure that all
appropriate documentation is completed and is completed at the appropriate time in order
validly to effect the salary sacrifice that you wish to make, and the Company accepts no
responsibility whatsoever for any failure on your part so to do. In the event that any such
documentation or the timing of such documentation is not completed so as fully to give effect
to your wish in this regard, you are fully responsible for any resulting tax and/or National
Insurance liability together with all interest and/or penalties thereon and shall fully
indemnify the Company, on demand, in respect of the same. In the event that you make a
salary sacrifice then gross annual salary shall be reduced by the amount of such salary
sacrifice but Base Salary shall continue to be the unreduced annual sum for the purposes of
the remaining parts of this Contract of Employment.




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	6.2	 	Base Salary (less any lawful deductions or withholdings including, without limitation,
deductions or withholdings on account of United Kingdom income tax or national insurance
contributions (or equivalent income tax or social security contributions under the laws of any
relevant jurisdiction)) will be paid monthly in arrears on or about the last day of each
calendar month.
	 
	6.3	 	Subject as hereinafter provided, for financial year ending 30 January 2010, you will receive
a guaranteed bonus of £365,000 (less any lawful deductions or withholdings including, without
limitation, deductions or withholdings on account of United Kingdom income tax or national
insurance contributions (or equivalent income tax or social security contributions under the
laws of any relevant jurisdiction)). Save that in the case only of guaranteed bonus and not
any other bonus, you shall be entitled to such guaranteed bonus unless, as of the relevant
payment date, you have given notice for any reason pursuant to clause 16.1.1 or 16.1.2 or your
employment is terminated by the Company pursuant to clause 16.1.3. Where your employment has
been terminated by the Company not pursuant to clause 16.1.3, you shall receive the guaranteed
bonus in the next relevant payroll following the relevant guaranteed bonus payment date. If,
on such payment date, you are reasonably suspected of misconduct or otherwise of any of the
grounds of summary termination described in clause 16.1.3, the Company may withhold payment of
such bonus pending the resolution of any disciplinary investigation and/or proceedings and if
the outcome of such investigation/proceedings is that the Company gives you summary notice of
the termination of your employment in accordance with clause 16.1.3 no bonus will be payable.
For the avoidance of doubt withholding such payment pending the outcome of disciplinary
investigation and/or proceedings shall not be deemed to be disciplinary action.
	 
	6.4	 	For financial years subsequent to that ending on 30 January 2010, and subject as hereinafter
provided, you may be considered for a non-pensionable annual bonus at the sole and absolute
discretion of the Company in accordance with the terms and conditions from time to time of
such Claire’s bonus plan (if any) as may from time to time be in force and notified to you in
writing as applicable to you. You shall be notified of the performance criteria and/or
targets applicable for the relevant financial year within a reasonable period of the start of
such financial year. Any such discretionary bonus shall be paid less any lawful deductions or
withholdings including, without limitation, deductions or withholdings on account of United
Kingdom income tax or National Insurance contributions (or equivalent income tax or social
security contributions under the laws of any relevant jurisdiction). The maximum amount of
such annual bonus that may, subject to the terms and conditions from time to time of the
applicable Claire’s bonus plan (if any), be payable to you hereunder shall not exceed 122.5%
of your Base Salary (less applicable withholdings) but without taking account or reducing by
any valid salary sacrifice.
	 
	6.5	 	Any discretionary bonus payable under clause 6.4 shall hereafter be referred to as “Bonus”.
	 
	6.6	 	Receipt of Bonus shall be conditional on you being In Employment on the relevant payment date
for the purposes of Bonus in respect of the relevant financial year.




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	6.7	 	For the purposes hereof, “In Employment” shall mean that you are employed by the Company in
the role of President, Claire’s Europe on the relevant payment date for the purposes of Bonus
in respect of the relevant financial year and as at that date you (i) have not given the
Company notice of termination of your employment (for any reason); (ii) have not been given
notice of the termination of your employment by the Company (including but not limited to by
reason of gross misconduct or otherwise pursuant to clause 16.1.3) for any reason other than
by reason of genuine redundancy; and (iii) are not long term absent from work (including but
not limited to by reason of a sabbatical or other agreed long term absence).
	 
	6.8	 	If as of the relevant payroll payment date for the purpose of Bonus in respect of the
relevant financial year, you are reasonably suspected of misconduct or otherwise of any of the
grounds of summary termination described in clause 16.1.3, the Company may withhold payment of
the Bonus pending the resolution of any disciplinary investigation and/or disciplinary
proceedings and, if the outcome of such investigation/proceedings is that the Company gives
you summary notice of the termination of your employment in accordance with clause 16.1.3 no
Bonus will be payable. For the avoidance of doubt withholding such payment pending the
outcome of disciplinary investigation and/or proceedings shall not be deemed to be
disciplinary action.
	 
	6.9	 	Receipt of Bonus in any one year will not entitle you to Bonus in any subsequent year.
	 
	6.10	 	At any time during your employment, or upon its termination, the Company shall be entitled to
(and you agree that it may) deduct from Base Salary or any other payment due to you in respect
of your employment (including but not limited to your final salary payment and Bonus) any
monies due from you to the Company or an Affiliate. For the avoidance of doubt this includes
the deduction of any overpayment of remuneration or other payments, whether made by mistake or
through misrepresentation or for any other reason.
	 
	7	 	Holidays
	 
	7.1	 	The holiday year runs from 1 January to 31 December (inclusive).
	 
	7.2	 	You are entitled to 28 days’ paid holiday in each complete holiday year of employment by the
company (“Holiday Entitlement”), accruing on a daily basis. This will be pro-rated according
to your period of employment by the Company in such year, in the year of joining and leaving
the Company and the resulting entitlement will be rounded up to the nearest whole day.
	 
	7.3	 	You are required to exercise professional judgment with regard to the timing of your holidays.
	 
	7.4	 	You cannot carry forward Holiday Entitlement from one holiday year to the next.
	 
	7.5	 	Additionally, you are entitled to the normal English bank and public holidays, with pay.
	 
	7.6	 	On termination of employment you will be paid in respect of any Holiday Entitlement which has
then accrued in respect of your final holiday year of employment but which has not been taken
at the date of the termination of your employment. The Company may require you to take any
unused Holiday Entitlement during your notice period. If you have taken holiday in excess of
your Holiday Entitlement at your termination date, the Company may deduct from your final
salary payment and/or any other amounts it owes to you an amount that is equal to one two
hundred and sixtieth of your net Base Salary payable under clause 6.1 multiplied by the number
of excess days of holiday taken.




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	8	 	Other Benefits
	 
	8.1	 	Expenses
	 
	 	 	The Company will reimburse you for all reasonable expenses (including any value added tax or
equivalent chargeable thereon) incurred by you in the performance of your duties under this
Contract of Employment, provided that the expenses are incurred with the approval of the
Company and you produce such evidence of expenditure as the Company may reasonably require.
	 
	8.2	 	Company Car or Company Car Allowance






	 	8.2.1	 	Subject as hereinafter provided and provided that you hold and maintain a
current and valid UK driving licence, you shall have the choice of either:
	 
	 	 	 	a)     a lease hire car in the Company’s name (“Car”) of a make and model specified by
the Company to reflect your status and seniority and the Company shall bear the cost
of the road tax, insurance and maintenance of the Car; or
	 
	 	 	 	b)     a car allowance in the sum of £15,000 per annum payable with and in the same
manner as Base Salary but shall not be treated as Base Salary and shall not be
pensionable and you shall be responsible for the purchase or lease hire of a car of
a suitable make and model given your status in the Company and shall be responsible
for road tax, insurance and maintenance costs.
	 
	 	8.2.2	 	Regardless of your choice of either option a) or b) above (which choice shall
be made only once by you and is then irrevocable), the Company shall reimburse you for
the cost of petrol for business mileage, subject to its normal reimbursement
procedures.






	8.3	 	Pension Scheme






	 	8.3.1	 	There is no pension scheme applicable to you and the Company shall not make
any contribution towards any personal pension scheme that you may maintain.






	8.4	 	Permanent Health Insurance






	 	8.4.1	 	Without prejudice to the Company’s right to terminate your employment at any
time in accordance with clause 16.1.3 or otherwise for cause,, you shall be eligible to
participate in any permanent health insurance scheme obtained by the Company, subject
to:






	 	(i)	 	the terms of the scheme, as amended from time to time;
	 
	 	(ii)	 	the rules or insurance policy of the relevant insurance
provider, as amended from time to time; and
	 
	 	(iii)	 	your satisfying the normal underwriting requirements of the
relevant insurance provider of the scheme and the premium being at a rate which
the Company considers reasonable.






	 	8.4.2	 	Full details of the scheme (if any) will be available from the Company.
	 
	 	8.4.3	 	The Company shall only be obliged to make payments to you under any scheme if
it has received payment from the insurance provider for that purpose.




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	 	8.4.4	 	The Company in its sole and absolute discretion reserves the right to
discontinue, vary or amend the scheme (including the level of your cover) at any time
on reasonable notice to you.
	 
	 	8.4.5	 	If the insurance provider refuses for any reason to provide permanent health
insurance benefit to you, the Company shall not be liable to provide to you any
replacement benefit of the same or similar kind or to pay any compensation in lieu of
such benefit.
	 
	 	8.4.6	 	If you are receiving benefits under the Company’s permanent health insurance
scheme and without prejudice to its other rights in such circumstances:






	 	(i)	 	you shall, on request, resign as a director of the Company and
any Affiliate if so requested by the Company; and
	 
	 	(ii)	 	to the extent applicable the Company shall be entitled to
appoint a successor to you to perform all or any of the duties required of you
under the terms of this Contract of Employment and your duties shall be amended
accordingly.






	 	8.4.7	 	If the Company does not, for any reason, operate such a scheme, you shall be
entitled to reimbursement of the premiums paid by you in obtaining personal permanent
health insurance which pays you up to 66% of Base Salary after a waiting period of 6
months provided such level of premiums is first agreed by the Company but where such
agreement shall not be unreasonably withheld or delayed.
	 
	 	8.4.8	 	Where you are receiving a reimbursement pursuant to 8.4.7 above and the
Company at any time obtains permanent health insurance, you shall no longer have any
entitlement to reimbursement pursuant to 8.4.7 and shall be required to participate in
such Company scheme subject to its terms.






	8.5	 	Private Medical Insurance






	 	8.5.1	 	You and your life partner and dependent children shall be eligible to
participate in the Company’s private medical insurance scheme, subject to:






	 	(i)	 	the terms of the scheme, as amended from time to time;
	 
	 	(ii)	 	the rules or insurance policy of the relevant insurance
provider, as amended from time to time; and
	 
	 	(iii)	 	your each satisfying the normal underwriting requirements of
the relevant insurance provider of the private medical insurance scheme and the
premium being at a rate which the Company considers reasonable.






	 	8.5.2	 	Full details of the Company’s private medical insurance scheme are available
from the Company.
	 
	 	8.5.3	 	If the insurance provider refuses for any reason to provide private medical
insurance benefit to you or your life partner or your dependent children or any one of
them (as applicable) the Company shall not be liable to provide you or your life
partner or your dependent children or any one of them (as applicable) with any
replacement benefit of the same or similar kind or to pay any compensation in lieu of
such benefit.
	 
	 	8.5.4	 	The Company in its sole and absolute discretion reserves the right to
discontinue, vary or amend any scheme (including the level of cover provided) at any
time, without compensation, on reasonable notice to you.




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	8.6	 	Relocation Assistance






	 	8.6.1	 	Where taking up employment pursuant to this Contract of Employment will result
in the necessity for you to relocate to the UK from any other country, you shall be
entitled to relocation assistance in accordance with the Company’s current relocation
policy along with such other customary and reasonable relocation expenses as may be
agreed between you and the Company.






	9	 	Life Assurance Cover
	 
	9.1	 	You shall be eligible to participate in the Company’s life assurance scheme (which scheme
shall provide for a payment equal to 4 times Base Salary) subject to:






	 	(i)	 	the terms of the scheme, as amended from time to time;
	 
	 	(ii)	 	the rules or assurance policy of the relevant assurance
provider, as amended from time to time; and
	 
	 	(iii)	 	your satisfying the normal underwriting requirements of the
relevant assurance provider of the Company’s life assurance scheme and the
premium being at a rate which the Company considers reasonable.






	 	9.1.2	 	Full details of the Company’s life assurance scheme are available from the
Company.
	 
	 	9.1.3	 	If the assurance provider refuses for any reason to provide life assurance
scheme benefit in respect of you the Company shall not be liable to provide you any
replacement benefit of the same or similar kind or to pay any compensation in lieu of
such benefit.
	 
	 	9.1.4	 	The Company in its sole and absolute discretion reserves the right to
discontinue, vary or amend any scheme (including the level of cover provided) at any
time, without compensation, on reasonable notice to you.






	10	 	Equity Awards
	 
	10.1	 	Subject to any and all prior approvals required by the board of directors or any duly
appointed committee thereof and subject always to the terms of the Claire’s Inc. Amended and
Restated Stock Incentive Plan and subject to you commencing your employment on the
Commencement Date and further subject to you executing an Option Agreement in a form
acceptable to the Company, you will receive, on or around the Commencement Date:






	 	10.1.1	 	the grant of 160,000 options which shall vest over time in accordance with the
relevant vesting schedule appropriate to your status and role;
	 
	 	10.1.2	 	the grant of 160,000 options which shall vest in accordance with performance
criteria, which criteria shall be determined by the Company and set out in the relevant
vesting schedule appropriate to your status and role;
	 
	 	10.1.3	 	the grant of 80,000 “stretch” options which shall vest in accordance with your
exceeding further performance criteria determined by the Company and set out in the
relevant vesting schedule appropriate to your status and role;
	 
	 	10.1.4	 	the opportunity to purchase up to 30,000 shares of common stock of Claire’s Inc at a
purchase price of US$10 per share with matching “BOGO” shares in Claire’s Inc, for
each share purchased by you, to vest in 2 equal instalments over the immediately
following 2 years.




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	11	 	Sickness and Injury
	 
	11.1	 	If you are absent from work due to sickness or injury, you must inform the Company no later
than 8.00am on the first day of absence.
	 
	11.2	 	If you are away from work for seven calendar days or less, you must complete a
self-certification form. For absences of more than seven calendar days you must provide a
medical certificate from your doctor. Further medical certificates will be required for the
remainder of the period of your absence.
	 
	11.3	 	The Company reserves the right, at any time, to require you to undergo a medical examination
at the Company’s expense. You agree that the medical adviser may disclose and discuss the
results of the examination with the Company and, subject to your statutory rights, you further
agree that you will provide, at the Company’s request, a copy of any report produced by your
doctor on any medical condition, illness or injury relevant to your continued employment.
	 
	11.4	 	Without prejudice to its right to terminate your employment at any time, the Company will
continue to pay Base Salary (inclusive of any Statutory Sick Pay) and will provide all
contractual benefits for 3 months (in aggregate) of absence due to sickness or injury in any
rolling 12 months. Thereafter, any further payments or benefits will be provided solely at the
Company’s discretion up to a maximum possible period of 6 months (in aggregate) in any rolling
12 month period. Receipt of such benefits on any one occasion will not entitle you to such
benefits on any subsequent occasion.
	 
	11.5	 	Any payments to which you are entitled under any social security or national insurance
legislation or equivalent legislation in the relevant jurisdiction, whether or not claimed,
may be deducted from any payments to you under clause 11.4, as well as all compensation
received by you from a third party in relation to an absence from work due to sickness or
injury.
	 
	12	 	Restrictions on other Activities
	 
	12.1	 	During your employment you shall not (except with the prior written consent of the Chief
Executive Officer for the time being of Claire’s Stores Inc. and/or such other person as may
be notified to you in writing from time to time) accept any appointment to any office in
relation to any body, whether corporate or not, or be directly or indirectly employed,
engaged, concerned or interested in any other business or undertaking whatsoever, save for the
business(es) of the Company and/or any Affiliate, on behalf of such company, provided that
this shall not prohibit the holding (directly or through nominees) for bona fide investment
purposes only of investments listed on the London Stock Exchange or in respect of which
dealing takes place in the Alternative Investment Market on the London Stock Exchange or any
recognised stock exchange provided that not more than 3 per cent. of the issued shares or
other securities of any class of any one company shall be so held (“a Permitted Investment”).
At all times you are required to comply with relevant Company policies and mandatory laws
and/or regulations concerning the holding of and dealing with securities.
	 
	12.2	 	If, with the prior written consent of the Chief Executive Officer for the time being of
Claire’s Stores Inc. and/or such other person as may be notified to you in writing from time
to time, you accept any other appointment you must keep them accurately informed of the amount
of time you spend working under that appointment. Consent to such appointment may be
withdrawn
on 1 month’s notice if the Chief Executive Officer for the time being of Claire’s Stores
Inc. and/or such other person as may be notified to you in writing from time to time (at
their sole and absolute discretion) considers such appointment(s) has or may affect your
performance of duties under this Contract of Employment.




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	12.3	 	The Company’s normal retirement age is currently 65 years of age.
	 
	13	 	Confidential Information
	 
	13.1	 	You agree that you will not use, divulge or disclose to any person, firm, company or
organisation whatsoever or whomsoever (except as required by law or to carry out your
employment duties) any trade secrets or other Confidential Information as hereinafter defined.
	 
	13.2	 	This restriction will continue to apply after your employment ends without limit in time but
will not apply to information which becomes public, unless through unauthorised disclosure by
you or on your behalf.
	 
	13.3	 	For the purpose of this contract,






	 	13.3.1	 	“Confidential Information” shall mean any and all material, information, ideas,
inventions, formulae, patterns, compilations, programs, devices, methods, techniques,
processes, know how, plans (marketing, business, strategic, technical or otherwise),
arrangements, pricing and other data of or relating to any of the Company and/or an
Affiliate and/or to customers and/or vendors and/or suppliers of any of them and/or to
the business(es) of any of the foregoing that is confidential, proprietary or trade
secret (A) by its nature, or (B) based on how it is treated or designated by the
Company and/or Affiliate, or (C) because the disclosure of the same would have a
material adverse effect on the businesses or planned businesses of the Company and/or
an Affiliate and/or (D) as a matter of law.
	 
	 	13.3.2	 	Confidential Information for the purposes of this Agreement shall include, without
limitation, all of the following information (including without limitation,
compilations or collections of information) relating to any of the Company and/or an
Affiliate and/or to the customers, vendors and/or suppliers of any of them and/or to
the business(es) of any of the foregoing:(1) product and manufacturing information,
such as ingredients, combinations of ingredients and manufacturing processes; (2)
scientific and technical information, such as research and development, inventions,
secret processes, designs, formulae and product lines, tests and test results, formulae
and formulations, studies and analysis, (3) financial and cost information, such as
operating and production costs, costs of goods sold, costs of supplies and
manufacturing materials, non-public financial statements and reports, profit and loss
information, margin information and financial performance information; (4) customer
related information, such as customer related contracts, engagement and scope of work
letters, proposals and presentations, customer-related contacts, lists, identities and
prospects, practices, plans, histories, requirements and needs, price information and
formulae and information concerning client or customer products, services, businesses
or equipment specifications, details of target customers and plans relating to them;
(5) vendor and supplier related information, such as the identities, practices, history
or services of any vendors or suppliers and vendor or supplier contacts; (6) sales,
marketing and price information, such as marketing and sales programs and related data,
sales and marketing strategies and plans, sales and marketing procedures and processes,




9









 






	 	 	 	pricing methods, practices and techniques and pricing schedules and lists; (7)
database, software and other computer related information, such as computer
programs, data, compilations of information and records, software and computer
files, presentation software and computer-stored or backed-up information including,
but not limited to, e-mails, databases, word processed documents, spreadsheets,
notes, schedules, task lists, images and video; (8) employee-related information,
such as lists or directories identifying employees, representatives and contractors,
and information regarding the competencies (knowledge, skill, experience),
compensation and needs of employees, representatives and contractors and training
methods; and (9) business- and operation-related information, such as operating
methods, procedures, techniques, practices and processes, information about
acquisitions, corporate or business opportunities, any proposals relating to the
acquisition or disposal of a company or business or any part thereof or to any
proposed expansion or contraction of activities, information about partners and
potential investors, strategies, projections and related documents, contracts and
licenses and business records, files, equipment, notebooks, documents, memoranda,
reports, notes, sample books, correspondence, lists and other written and graphic
business records.






	14	 	Protected Disclosures
	 
	 	 	Nothing in clause 13 is intended to exclude, restrict or limit in any way any right you may
have to make a protected disclosure under the Employment Rights Act 1996. The Company has a
procedure which you should use in the event of wishing to make a protected disclosure.
	 
	15	 	Intellectual Property
	 
	15.1	 	The parties foresee that you may make inventions or create other intellectual property in the
course of your duties and you agree that in this respect you have a special responsibility to
further the interests of the Company and all Affiliates.
	 
	15.2	 	Any discovery, development, invention, or improvement, design, process, formula, method, data
base, information, computer program, copyright work, semi conductor or other topography, trade
mark or trade name or get-up made, created, devised, developed or discovered by you (whether
by yourself or with others) during the continuance of your employment (whether capable of
being patented or registered or not and whether or not made or discovered in the course of
your employment) connected with or in anyway affecting or relating to the business of the
Company or any Affiliate or capable of being used or adapted for use therein or in connection
therewith (“Works”) shall forthwith be disclosed to the Company and shall (subject to sections
39 to 43 of the Patents Act 1977) belong to and be the absolute property of the Company or
such Affiliate as the Company may direct.
	 
	15.3	 	If and whenever required so to do by the Company, you shall at the expense of the Company or
such Affiliate as the Company may direct:






	 	15.3.1	 	apply or join with the Company or such Affiliate in applying for letters patent,
registered design, design right, trade mark or other protection or registration in the
United Kingdom and/or in any other part of the world for any Works as the Company shall
direct; and
	 
	 	15.3.2	 	execute all instruments and do all things necessary for vesting such Works and/or
patents, registered designs, design rights, trade marks or other protection or
registration, when obtained, and all right, title and interest to and in the same
absolutely and as sole beneficial owner in the Company or such Affiliate or in such
other person as the Company may specify; and




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	 	15.3.3	 	sign and execute all such documents and do all such acts as the Company may
reasonably require in connection with any proceedings in respect of such applications
and any publication or application for revocation of such patents, registered designs,
design rights, trade marks or other protection.






	15.4	 	You hereby irrevocably and unconditionally waive all rights under Chapter IV of the
Copyright, Designs and Patents Act 1988 and any other moral rights which you may have in the
Works or in connection with the authorship of any existing or future copyright Work, in
whatever part of the world such rights may be enforceable, including, without limitation:






	 	15.4.1	 	the right conferred by section 77 of that Act to be identified as the author of any
Work; and
	 
	 	15.4.2	 	the right conferred by section 80 of that Act not to have any Work subjected to
derogatory treatment.






	15.5	 	Nothing in this clause 15 shall be construed as restricting your rights or those of the
Company under sections 39 to 43 of the Patents Act 1977.
	 
	16	 	Termination of Employment
	 
	16.1	 	Your employment shall be subject to termination:






	 	16.1.1	 	during the Initial Term by either party giving to the other 12 months’ written notice; or
	 
	 	16.1.2	 	provided this Contract of Employment is not terminated pursuant to clause 16.1.1
then, following the Initial Term by either party giving to the other 12 months’ written
notice; or
	 
	 	16.1.3	 	by the Company giving to you summary notice in writing and terminating your
employment hereunder with immediate effect and without any payment, if you:






	 	(i)	 	commit any serious breach or non-observance of any of your
obligations under this contract or refuse or neglect, following a warning in
writing, to comply with any reasonable and lawful direction of the Company; or
	 
	 	(ii)	 	act in a manner tending to bring yourself or the Company or an
Affiliate into disrepute; or
	 
	 	(iii)	 	become bankrupt or make any arrangement with or for the
benefit of your creditors or had a County Court administration order against
you under the County Court Act 1984; or
	 
	 	(iv)	 	are grossly negligent; or
	 
	 	(v)	 	are disqualified from being a director by reason of any order
made under the Company Directors Disqualification Act 1986 or any other
enactment; or
	 
	 	(vi)	 	are guilty of any material breach or non-observance of any code
of conduct, rule or regulation of the Company or fail or cease to be registered
(where such registration is, in the opinion of the Company, required for the
performance of your duties) by any regulatory body in the United Kingdom or
elsewhere; or




11









 












	 	(vii)	 	are convicted of a criminal offence (other than an offence
under any road traffic legislation for which a fine or non-custodial penalty is
imposed); or
	 
	 	(viii)	 	become of unsound mind or a patient within the meaning of any statute
relating to mental health; or
	 
	 	(ix)	 	cease to be eligible to work in the United Kingdom under
Section 8 of the Asylum and Immigration Act 1996; or
	 
	 	(x)	 	are determined by the Company to be guilty of gross misconduct.






	 	 	 	Any delay by the Company in exercising such right of summary termination shall not
constitute a waiver thereof.






	16.2	 	Once written notice, pursuant to clause 16.1.1 or 16.1.2 has been given by either party, then
Company may at its sole and absolute discretion terminate your employment with immediate
effect by paying Base Salary and the value of or continuation of benefits, at the Company’s
choice (where benefits herein means private medical insurance, car allowance and permanent
health insurance where you are covered by a private plan and not a Company plan and subject
always to the terms of participation in such plan or plans but excluding any Bonus) in lieu of
all or the balance of any unexpired period of notice (less any deductions the Company is
required by law to make). The Company may exercise this right regardless of by whom such
written notice has been given. For the avoidance of doubt, the right of the Company to make a
payment of Base Salary and benefits (excluding Bonus) in lieu of all or part of a notice
period, does not give rise to any right to receive such a payment or the right to receive any
other payment or benefit hereunder.
	 
	16.3	 	The Company reserves the right to suspend you from employment on Base Salary and benefits for
a reasonable period while investigating any misconduct or poor performance. Such suspension
shall be to facilitate the Company’s investigations and shall not be deemed to be disciplinary
action.
	 
	17	 	Garden Leave
	 
	17.1	 	At any time during the whole or any part of a notice period and whether given by you or the
Company, the Company may require you to serve a period of garden leave (“Garden Leave
Period”). During any such period you shall remain an employee of the Company and bound by the
terms of this Contract (save in respect of the obligation to work, unless otherwise determined
by the Company), and the Company may require you to comply with all or any of the following:






	 	17.1.1	 	not to enter or attend the premises of the Company or an Affiliate;
	 
	 	17.1.2	 	not to contact or have any communication with clients, directors, employees,
customers, agents or representatives of the Company;
	 
	 	17.1.3	 	not to carry out your duties under this Contract of Employment, or be employed or
engaged in the conduct of any activity for the Company, an affiliate or any third party
of a business nature;
	 
	 	17.1.4	 	(except during any periods taken as holiday in the usual way) you shall ensure that
the Company knows how you can be contacted during each working day;




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	17.2	 	During Garden Leave Period the Company shall be under no obligation to provide any work to,
or vest any powers in you and you shall have no right to perform any services for the Company
or any Affiliate.
	 
	17.3	 	Save as otherwise stated in this Contract of Employment, you will be entitled to receive your
Base Salary and all contractual benefits (but excluding Bonus) during Garden Leave Period. All
duties of your employment (express and implied) will continue (save for the obligation to
work, unless otherwise required by the Company), including your obligations of
confidentiality, and your fiduciary duties and duties of fidelity, good faith and exclusive
service.
	 
	18	 	Restrictions after Termination of Employment
	 
	18.1	 	In this clause 18:
	 
	 	 	“Competing Business” means any business that owns or operates a speciality retail chain that
derives 15% or more of its revenue for the trailing 12 months from the sale of costume
jewellery and fashion accessories targeted at girls and women; and
	 
	 	 	“Relevant Date” means the date on which your employment with the Company terminates or, if
earlier, the date on which you commence a Garden Leave Period; and
	 
	 	 	“Restricted Period” means the period of one year commencing on the Relevant Date.
	 
	 	 	“Restricted Area” means (i) the UK; and (ii) any other country in the world where on the
Relevant Date, you were materially engaged on behalf the Company and/or an Affiliate
pursuant to your obligations hereunder.
	 
	18.2	 	You are likely to obtain knowledge of trade secrets of the Company and/or an Affiliate and of
Confidential Information, and personal knowledge of and influence over customers vendors
suppliers and employees of the Company and/or all and/or any Affiliates during the course of
your employment with the Company. To protect these interests, you agree that you will be
bound by each of the following covenants:






	 	18.2.1	 	during the Restricted Period and within the Restricted Area you will not be employed
or engaged in or provide advice or services where such employment, engagement, advice
and or services would require you to perform activities the same or substantial similar
to the activities you carried out to a material extent for the Company or any Affiliate
during the 12 months prior to the Relevant Date to, whether directly or indirectly, or
be a director of any company engaged in, or otherwise be concerned or interested in,
any business which is or which once operational will be or intends to be a Competing
Business at the Relevant Date, save that you may hold a Permitted Investment in such a
business provided however, that in the case of investments otherwise
permitted hereunder, you shall not be permitted, directly or indirectly, to participate
in, or attempt to influence, the management, direction or policies of (other than
through the exercise of any voting rights held by you in connection with such
investment), or lend your name in connection with any such investment;
	 
	 	18.2.2	 	during the Restricted Period for a Competing Business and within the Restricted Area
you will not (either on your own behalf or for or with any other person whomsoever and
whatsoever), whether directly or indirectly, canvass or solicit in competition with the
Company or any Affiliate the custom or business of any person who at any time during
the 12 months prior to the Relevant Date was a customer, vendor or supplier of, or in
the habit of dealing with, the Company or (as the case may be) any Affiliate and in
respect of whom or which you had access to Confidential Information or with whose
custom or business you or employees reporting directly to you were concerned to a
material extent at any time during such 12 month period;




13









 












	 	18.2.3	 	during the Restricted Period for a Competing Business and within the Restricted Area
you will not (either on your own behalf or for or with any other person whomsoever or
whatsoever, whether directly or indirectly) deal with or otherwise accept in
competition with the Company or any Affiliate the custom or business of any person who
at any time during the 12 months prior to the Relevant Date was a customer, vendor or
supplier of, or in the habit of dealing with the Company or (as the case may be) any of
its Affiliates and in respect of whom or which you had access to Confidential
Information or with whose custom or business you or employees reporting directly to you
were materially concerned at any time during such 12 month period;
	 
	 	18.2.4	 	during the Restricted Period for a Competing Business and within the Restricted Area
you will not (either on your own behalf or for or with any other person whomsoever or
whatsoever, whether directly or indirectly) canvass or solicit in competition with the
Company or any Affiliate the custom or business of any person who was negotiating with
the Company or any Affiliate for the supply of goods or services (whether as a
potential customer, vendor, supplier, agent, distributor or licensee or other business
contact of the Company or (as the case may be) any of its Affiliates) during the 12
months prior to the Relevant Date or who or which was a potential customer, vendor,
supplier, agent, distributor licensee or other business contact of the Company or (as
the case may be) any of its Affiliates and to whom or which you had made a presentation
or a pitch for business on behalf of the Company or (as the case may be) any of its
Affiliates and in either case in respect of whom or which you had access to
Confidential Information or with whose custom or business you or employees reporting
directly to you were materially concerned at any time during such 12 month period;
	 
	 	18.2.5	 	during the Restricted Period for a Competing Business and within the Restricted Area
you will not (either on your own behalf or for or with any other person whomsoever or
whatsoever, whether directly or indirectly) deal with or otherwise accept in
competition with the Company or any Affiliate the custom of any person or entity who
was negotiating with the Company or any Affiliate for the supply of goods or services
(and whether as a potential customer, vendor, supplier, agent, distributor, licensee or
other business contact of the Company or (as the case may be) any of its Affiliates)
during the 12 months prior to the Relevant Date or who or which was a potential
customer, vendor, supplier, agent, distributor, licensee or other business contact of
the Company or (as the case may be) any of its Affiliates and to whom or which you had
made a presentation or a pitch for business on behalf of the Company or any Affiliate
and in either case, in respect of whom or which you had access to Confidential
Information or with whose potential custom or business you or employees reporting
directly to you were materially concerned at any time during such 12 month period; and
	 
	 	18.2.6	 	during the Restricted Period for a Competing Business and within the Restricted Area
you will not (either on your own behalf or for or with any other person whomsoever or
whatsoever, whether directly or indirectly) entice or try to entice away from the
Company or any Affiliate any person who was an employee, director, officer, agent,
consultant or associate of the Company or any Affiliate at the Relevant Date and who
had been an employee, director, officer, agent, consultant or associate at any time
during the 12 months prior to the Relevant Date and with whom you had worked closely
at any time during that period or who possesses Confidential Information.




14









 












	18.3	 	For the purposes of the restrictions contained in this clause 18, acts done outside the
Restricted Area for the purposes of a business carried on or otherwise conducted or once
operational intended to be carried on or otherwise conducted within the Restricted Area are
regarded as having been done within the Restricted Area.
	 
	18.4	 	The restrictions in this clause 18 (on which you acknowledge you have had the opportunity to
take independent legal advice) are separate and severable restrictions and are considered by
the parties to be reasonable in all the circumstances. If any covenant is found to be invalid
this will not affect the validity or enforceability of any of the other covenants.
	 
	18.5	 	Following the Relevant Date, you will not represent yourself as being in any way connected
with the businesses of the Company or of any Affiliate.
	 
	18.6	 	Any benefit given or deemed to be given by you to the Company or to any Affiliate under the
terms of clause 18 is received and held on trust by the Company for the relevant entity. You
will enter into appropriate restrictive covenants directly with any Affiliate of the Company
if asked to do so by the Company.
	 
	18.7	 	If you receive an offer of employment or engagement during your employment with the Company,
or prior to the expiry of the last of the covenants in this clause 18, you shall give the
person (whether individual or corporate) making the offer, a copy of this clause 18 and of
clauses 13 and 15 and inform the Company of the offer (including full details thereof) and of
the identity the offeror as soon as possible after accepting the offer. If you fail to do so,
the Company reserves the right to treat the matter as gross misconduct and shall itself
provide details to the offeror.
	 
	19	 	Miscellaneous
	 
	19.1	 	On termination of your employment howsoever arising you shall not be entitled to any
compensation for the loss of any rights or benefits under any share option, bonus, long-term
incentive plan or other profit sharing or equity scheme operated by the Company or any
Affiliate in which you may participate which rights and benefits shall remain at all times
governed by the rules of the relevant plan[s] and any Option Agreement and vesting schedule.
	 
	19.2	 	For all purposes in this Contract of Employment, “Affiliate” shall mean any entity
controlling the Company, controlled by the Company or any entity under common control with the
Company.
	 
	19.3	 	You shall at all times observe and comply with any policy and/or protocol of the Company
governing communication with any press and you shall always consult with the CEO and/or
General Counsel of Claire’s Stores Inc, prior to making, communicating or publishing any
statement, announcement or other communication to any print, broadcast and/or online media
entity whatsoever or whomsoever.
	 
	20	 	Obligations on Termination and otherwise
	 
	20.1	 	When your employment ends howsoever, or at any other time during your employment if you are
requested to do so, you must:




15









 












	 	20.1.1	 	on demand return to the Company (i) all property belonging or relating to the Company
or any Affiliate or to the business(es) of any of them in good condition including but
not limited to your security pass, mobile telephone, blackberry, laptop and any other
mobile communication device and (ii) all Confidential Information and copies thereof
(in whatsoever format or medium), documents and copies of documents and all other
material held in whatever medium prepared or received or accessed by you during your
employment including but not limited all documents, copies and other material that
relate to the Company or to any Affiliate or to any of their respective businesses
or affairs, or to any actual or potential customers, vendors, suppliers or licensors
of the Company or any Affiliate. For the avoidance of all doubt no employee is
permitted to wipe clean a Company-provided laptop prior to its return to the
Company;
	 
	 	20.1.2	 	immediately resign, without any claim for compensation, from any directorships or
other offices in the Company or any Affiliate and from any position which you hold as a
trustee by reason of your employment hereunder;
	 
	 	20.1.3	 	transfer (without payment) to the Company or as it may direct all shares or other
securities held by you in the Company or any Affiliate as a nominee or trustee for the
Company or Affiliate, and deliver to the Company the related certificates;
	 
	 	20.1.4	 	if so required by the Company’s IT department, irretrievably delete any information
relating to the business of the Company or an Affiliate stored in any media including
but not limited to any magnetic or optical disk or memory and all matter derived from
such sources which is in your possession or under your control outside the Company’s
premises; and
	 
	 	20.1.5	 	provide a signed statement that you have complied fully with your obligations under
this clause 20.






	 	21	 	Change of Control
	 
	 	21.1	 	If the Company is at any time subject to a Change of Control, as defined below, and you are
offered employment by the successor or proposed successor to the Company on terms not
materially less favourable overall to those under this Contract of Employment and whether as
to duties, responsibilities, remuneration or otherwise and you do not accept the offer within
one month of it being made, you shall have no claim against the Company or successor to the
Company in respect of termination of this Contract of Employment or otherwise in relation to
your employment with the Company.
	 
	 	 	 	For the purpose of this clause 21, “Change of Control” means:
	 
	 	 	 	(1)     any event that occurs the result of which is that any “Person,” other than one or more
Permitted Holders or their Related Parties, becomes the beneficial owner, as defined in
Rules l3d-3 and l3d-5 under the Exchange Act (except that a Person shall be deemed to have
“beneficial ownership” of all shares that any such Person has the right to acquire within
one year) directly or indirectly, of more than 50% of the Voting Stock of Claire’s Inc.or
any successor company, including, without limitation, through a merger or consolidation or
purchase of Voting Stock of Claire’s Inc.; provided that none of the Permitted Holders or
their Related Parties have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the Board; provided further
that the transfer of 100% of the Voting Stock of Claire’s Inc.to a Person that has an
ownership structure identical to that of Claire’s Inc.prior to such transfer, such that
Claire’s Inc. becomes a wholly owned Subsidiary of such Person, shall not be treated as a
Change of Control;




16









 












	 	 	(2)     after an initial public offering of Capital Stock of Claire’s Inc., during any period of
two (2) consecutive years, individuals who at the beginning of such period constituted the
Board, together with any new directors whose election by such Board or whose nomination for
election by the stockholders of Claire’s Inc. was approved by a vote of a majority of the
directors of Claire’s Inc. then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority of the Board then in office;
	 
	 	 	(3)     the sale, lease, transfer, conveyance or other disposition, in one or a series of
related transactions other than a merger or consolidation, of all or substantially all of
the assets of Claire’s Inc. and its Subsidiaries taken as a whole to any Person or group of
related Persons other than a Permitted Holder or a Related Party of a Permitted Holder; or
	 
	 	 	(4)     the adoption of a plan relating to the liquidation or dissolution of Claire’s Inc.
	 
	 	 	For purposes of this definition, the following terms shall have the meanings set forth
below:
	 
	 	 	An “Affiliate” of any specified Person means any other Person, whether now or
hereafter existing, directly or indirectly controlling or controlled by, or under direct or
indirect common control with, such specified Person. For purposes hereof, “control” or any
other form thereof, when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” shall have meanings correlative to the foregoing.
	 
	 	 	“Apollo” means Apollo Management V, L.P. and its Affiliates or any entity controlled
thereby or any of the partners thereof.
	 
	 	 	“Board” means the Board of Directors of Claire’s Inc. or any committee thereof duly
authorized to act on behalf of such Board of Directors.
	 
	 	 	“Capital Stock” of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests in, however
designated, equity of such Person, including any Preferred Stock, but excluding any debt
securities convertible into such equity.
	 
	 	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended.
	 
	 	 	“Permitted Holder” means Apollo.
	 
	 	 	“Person” means any individual, corporation, partnership, limited liability company,
joint venture, association, business trust, joint-stock company, estate, trust,
unincorporated organization, government or other agency or political subdivision thereof or
any other legal or commercial entity.
	 
	 	 	“Preferred Stock” as applied to the Capital Stock of any corporation means Capital
Stock of any class or classes, however designated, that is preferred as to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such corporation, over shares of Capital Stock of any other class of such
corporation.




17









 












	 	 	“Related Party” means:
	 
	 	 	(1)     any controlling stockholder, 50% (or more) owned Subsidiary, or immediate family member
(in the case of an individual) of any Permitted Holder; or
	 
	 	 	(2)     any trust, corporation, partnership, limited liability company or other entity, the
beneficiaries, stockholders, partners, members, owners or Persons beneficially holding a 50%
or more controlling interest of which consist of any one or more Permitted Holders and/or
such other Persons referred to in the immediately preceding clause (1).
	 
	 	 	“Subsidiary” means, with respect to any specified Person:
	 
	 	 	(1)     any corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency and after giving effect to any voting agreement or stockholders’ agreement
that effectively transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and
	 
	 	 	(2)     any partnership (a)the sole general partner or the managing general partner of which is
such Person or a Subsidiary of such Person or (b) the only general partners of which are
that Person or one or more Subsidiaries of that Person (or any combination thereof).
	 
	 	 	“Voting Stock” of an entity means all classes of Capital Stock of such entity then
outstanding and normally entitled to vote in the election of directors or all interests in
such entity with the ability to control the management or actions of such entity.
	 
	21.2	 	Save for in the circumstances set out at clause 21.1 above, if your employment is terminated
by a successor Company or the Company within 18 months of a Change of Control for any reason
other than pursuant to clause 16.1.3, or, within the same 18 month period you terminate by
giving notice pursuant to clause 16.1.1 or 16.1.2 for Good Reason, where “Good Reason” is
defined below in clause 21.4, then, at your election, you shall be entitled to an additional
severance payment equal to 12 months’ Base Salary and the value of or continuation of
benefits, at the Company’s choice (where benefits herein means private medical insurance, car
allowance and permanent health insurance where you are covered by a private plan and not a
Company plan and subject always to the terms of participation in such plan or plans but
excluding any Bonus), less any amount paid to you in lieu of notice pursuant to clause 16.2,
where such payment shall be made in equal monthly instalments over the following 12 month
period but reduced by any amount you receive from fresh employment during such period.
	 
	21.3	 	Any and all payments set out at clause 21.3 above shall be conditional upon you executing a
Release, Waiver and Statutory Compromise Agreement in terms reasonably satisfactory to the
Company.
	 
	21.4	 	For the purposes of clause 21.2 above, “Good Reason” means that you have given written notice
to the Company because without your prior agreement:




18









 












	 	(i)	 	the Company has effected a reduction in Base Salary and all
other Executives similar to you have not been subjected to a similar reduction;
or
	 
	 	(ii)	 	the Company requires you to relocate your base working location
outside the UK; or
	 
	 	(iii)	 	the Company seriously fails to comply with any of the material
obligations imposed upon it pursuant to this Contract of Employment.






	22	 	Disciplinary Policy and Grievance Policy
	 
	 	 	You are subject to the Company’s Disciplinary and Grievance Policies as may be amended from
time to time. These Policies do not form part of your Contract of Employment. The
Company’s disciplinary and other Rules (as amended from time to time) are however
contractual and you must comply with them. Copies of such Policies and of such Rules will
be supplied to you on commencement of your employment hereunder.
	 
	23	 	Data Protection Act 1998
	 
	23.1	 	For the purposes of the Data Protection Act 1998 (the “Act”) you give your consent to the
holding, processing, disclosure and transfer outside the EEA of your personal data (including
sensitive personal data within the meaning of the Act) for all purposes relating to the
performance of this Contract of Employment including, but not limited to:






	 	23.1.1	 	administering and maintaining personnel records;
	 
	 	23.1.2	 	paying and reviewing salary and other remuneration and benefits;
	 
	 	23.1.3	 	providing and administering benefits (including if relevant, pension, life assurance,
permanent health insurance and medical insurance);
	 
	 	23.1.4	 	undertaking performance appraisals and reviews;
	 
	 	23.1.5	 	maintaining sickness and other absence records;
	 
	 	23.1.6	 	taking decisions as to your fitness for work;
	 
	 	23.1.7	 	providing references and information to future employers, and if necessary,
governmental and quasi-governmental bodies for social security and other purposes, Her
Majesty’s Revenue & Customs and the Contributions Agency;
	 
	 	23.1.8	 	equal opportunities monitoring;
	 
	 	23.1.9	 	providing information to future clients of the Company or any Affiliate;
	 
	 	23.1.10	 	transferring information concerning you to a country or territory outside the
European Economic Area.
	 
	 	23.1.11	 	monitoring registrations you have with any regulatory bodies to ensure compliance,
training, examination and other requirements are met; and
	 
	 	23.1.12	 	administration of disciplinary and grievance procedures.






	24	 	Conditions Precedent to this Contract of Employment
	 
	24.1	 	This Contract of Employment is conditional upon satisfaction of each of the following:




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	24.2	 	Your being legally entitled to work for the Company in England and your continued such
entitlement. Should the Company discover that you do not have permission to live and work in
the UK or if any such permission is revoked, the Company reserves the right to terminate your
employment immediately and without notice or pay in lieu of notice and without referring to
the warning stages of the Company’s disciplinary procedure.
	 
	24.3	 	Your commencement of active employment hereunder by no later than 19 January 2009.
	 
	 	 	Save in respect of the condition under clause 24.2 hereof, in the event that any of the
foregoing conditions shall not be satisfied, then this Contract of Employment shall
thereupon immediately fall away and be of no effect, without any liability on behalf of the
Company and/or of any Affiliate.
	 
	25	 	Contracts (Rights of Third Parties) Act 1999
	 
	 	 	A person who is not a party to this Contract of Employment has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Contract of Employment. This
does not affect any right or remedy of a third party which exists and is available under any
separate rules or provisions.
	 
	26	 	Collective Agreements
	 
	 	 	There are no collective agreements applicable to your employment.

	 
	27	 	Statutory Particulars
	 
	 	 	This Contract of Employment together with the Company’s non contractual Disciplinary and
Grievance Policies (as amended from time to time) and the Company’s contractual disciplinary
and other Rules (also as amended from time to time) contain the written particulars of
employment which you are entitled to receive under the Employment Rights Act 1996.
	 
	28	 	Whole Agreement
	 
	 	 	Save in relation to numbered paragraph 6 of the offer of employment made to you by letter
dated 28 September 2008 (the “employment offer”) which shall, subject strictly to its terms
and conditions (and subject also to the conditions precedent and provisions of clause 24
hereof) remain in effect, this Contract of Employment supersedes the offer letter and any
and all previous arrangements or understandings or offers whether oral or in writing,
between the Company and you, and all representations (of whatsoever nature) on behalf of the
Company and/or an Affiliate in relation to your employment by the Company. Save as aforesaid
this Contract of Employment contains the whole agreement between the Company and you
relating to your employment as at date hereof (except for those terms implied by law which
cannot be excluded by the agreement of the parties). Variation to this Contract of
Employment shall not be valid unless in writing and signed by both parties.
	 
	29	 	Governing Law
	 
	 	 	This Contract of Employment will be governed by and construed in accordance with the law of
England and Wales. The Company and you hereby submit to the exclusive jurisdiction of the
English Courts in relation to any dispute arising in connection with this Contract of
Employment.




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Signed by Kenneth Wilson




/s/ Kenneth Wilson




Signed for and on behalf of Claire’s Accessories UK Limited




/s/ Eugene S. Kahn





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