Claire’s Inc. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 27th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • New York
Claire’s Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (the “Stock”). The Company and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) also propose to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an aggregate of [●] additional shares (the “Option Shares”) of Stock to be sold by the Company and by the Selling Stockholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
CLAIRE’S INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employees)Restricted Stock Unit Award Agreement • October 27th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is entered into by and between Claire’s Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Claire’s Inc. 2021 Long-Term Incentive Plan (the “Plan”).
CLAIRE’S INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employees)Restricted Stock Unit Award Agreement • October 27th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This Performance-Based Restricted Stock Unit Award Agreement (including Exhibit A hereto, this “Agreement”) is entered into by and between Claire’s Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of the target award of performance-based Restricted Stock Units (the “PRSUs”) established for the Participant under the Claire’s Inc. 2021 Long-Term Incentive Plan (the “Plan”), with the actual number of PRSUs to be determined based on the satisfaction of the vesting conditions set forth in this Agreement.
CLAIRE’S INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (For Non-Employee Directors)Restricted Stock Unit Award Agreement • October 27th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is entered into by and between Claire’s Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Claire’s Inc. 2021 Long-Term Incentive Plan (the “Plan”).
ContractRegistration Rights Agreement • October 27th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [•], 2021, is made by and among Claire’s Inc., a Delaware corporation (together with any predecessor entities, the “Company”) and the parties, acting severally and not jointly, listed on Appendix A hereto (each a “Holder” and, collectively, the “Holders”).
