Equity Award. As soon as reasonably practicable following the Madewell Separation, you will be granted an award of restricted common equity (the “Equity Award”) representing four percent (4%) of the fully diluted equity of any entity or other holding company of the successor to the Company which shall issue equity to management of J Crew following the Madewell Separation (“Equity Issuer”), subject to approval of the board of Equity Issuer and the terms and conditions of the applicable company formation documents, equity incentive plan and equity award agreement thereunder (collectively, the “Equity Documents”). Fifty percent (50%) of the Equity Award will be subject to time-based vesting (the “Time-Based Award”), and will vest in equal installments on each of the first (1st), second (2nd), third (3rd) and fourth (4th) anniversaries of the date of grant. Fifty percent (50%) of the Equity Award will be subject to performance-based vesting (the “Performance-Based Award”), and will vest as to # one-third (1/3) of the Performance-Based Award upon the achievement of Adjusted EBITDA of the successor to the Company (“J Crew EBITDA”) of no less than $100,000,000, # as to an additional one-third (1/3) of the Performance-Based Award upon the achievement of J Crew EBITDA of no less than $150,000,000 and # as to the remaining one-third (1/3) of the Performance-Based Award upon the achievement of J Crew EBITDA of no less than $200,000,000. In each case, J Crew EBITDA achievement shall be determined by the Board in good faith on a trailing twelve (12)-fiscal month basis beginning after the date of grant (with the first such determination occurring at the end of the fiscal month following first anniversary of the date of grant) and each EBITDA target level must be sustained for a period of at least two full fiscal quarters following the initial achievement. For this purpose, J Crew EBITDA shall be determined in accordance with J Crew’s financial statements, as determined by the Board in good faith. Following the date hereof, the Board shall adjust the foregoing J Crew EBITDA targets equitably and in good faith to reflect the consequences of any future acquisitions or dispositions (other than the Madewell Separation). Except as otherwise provided in [Section 3.4], each portion of the Equity Award will vest only if you are actively employed with the Company and not in breach of this Agreement, in each case, as of the applicable vesting date. Notwithstanding the foregoing, if the Madewell Separation does not occur on or prior to January 30, 2021, the Board, after consultation with you, will approve an alternative equity-based award in Chinos Holdings, Inc., or such other entity as the Board shall determine, of an aggregate value and subject to performance vesting terms, in each case, reasonably comparable to those described above (in which case references to the Equity Award shall refer to such alternative award).

Equity Award. The Executive will be eligible [[Organization B:Organization]] receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.

Equity Award. The Compensation Committee will grant the Executive an award of 700,000 restricted stock units (the “RSUs”, and such award, the “Equity Award”) upon or within thirty days after the Start Date, subject to the Executive’s continued service with the Company through the grant date. The RSUs subject to the Equity Award shall vest as follows: # 400,000 of the RSUs conferred under the Equity Award (the “Time-Based Portion”) will be subject to time-based vesting, with twenty-five percent (25%) of the RSUs vesting on each anniversary of the Start Date and # 300,000 RSUs underlying the Equity Award (the “Performance-Based Portion”) will vest based on the vesting schedule set forth on Exhibit A attached hereto. The additional terms and conditions of the Equity Award will be determined by the Compensation Committee and set forth in a separate award agreement (the “Equity Award Agreement”) in a form prescribed by the Company (which terms and conditions shall be no less favorable than the terms of equity awards provided to other senior executives generally), and the Equity Award will be governed in all respects by the terms and conditions of the [[Managing Member:Organization]] 2020 Incentive Award Plan and the applicable award agreement.

Equity Award. You will be entitled to receive a performance-based equity award under the Waitr Holdings Inc. 2018 Omnibus Incentive Plan (the “Plan”) with a grant date value equal to approximately $200,000 based on the closing price per share of common stock of the Company (“Common Stock”) on the grant date (the “Award”). Fifty percent (50%) of the Award will be in the form of a stock option to purchase shares of Common Stock and fifty percent (50%) of the Award will be in the form of restricted shares of Common Stock. The Award will be subject to the terms and conditions set forth in the Plan and the applicable award agreements to be entered into between the Company and you.

Equity Award. On or as soon as practicable following the Effective Date, Executive shall receive an award of restricted stock units under the [[Company:Organization]] 2018 Omnibus Incentive Plan (the “Incentive Plan”) having a grant date Fair Market Value

Sign-On Equity Award. Subject to Executive’s commencing employment with the Company on the Start Date, the Company shall grant to Executive on the Start Date a one-time sign-on equity award, consisting of the following:

Deferral of Equity Award. Payment of the Annual Equity Award or any Pro-Rated Award will be deferred until the Non-Employee Director’s separation from service, in accordance with the terms of the Deferred Fee Plan, unless otherwise required by applicable laws.

Subject to approval by the Board of Directors of the Parent (or the Compensation Committee thereof), the Company shall grant you options to purchase shares of the Company’s common stock at the stock’s then fair market value and/or restricted stock units in the Company (the “New Award”). The New Award shall be subject to the terms of, and contingent upon your execution of, applicable equity award agreement(s) and the applicable equity incentive plan(s) governing the terms of the New Award. For the avoidance of doubt, such equity award agreement(s) and equity incentive plan(s) are Equity Documents as defined herein. Further, for the avoidance of doubt, the New Award is an Equity Award as defined herein.

All unvested time-based equity grants shall vest in full as of the Separation Date, provided that such equity shall remain subject to the other terms and conditions of the applicable Company incentive award plan(s) and individual award agreement(s).

S. Treasury Office of Foreign Assets Control (OFAC). In the event Tenant or any Tenant Party is or becomes listed as an SDN, Tenant shall be deemed in breach of the Lease and Landlord shall have the right to terminate the Lease immediately upon written notice to Tenant.