Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical.

Restricted Stock. You will vest in a portion of your Restricted Shares that were granted to you pursuant to the 2015 Staking Grants Agreement and the 2016 Annual Grants Agreement, determined by multiplying the total number of Restricted Shares outstanding prior to the Termination Date by the applicable Pro-Ration Fraction (“Vested Restricted Shares”), subject to your satisfaction of any applicable withholding taxes. All Restricted Shares granted to you pursuant to the 2015 Staking Grants Agreement and the 2016 Annual Grants Agreement that are not Vested Restricted Shares will be cancelled in exchange for the RSA Consideration (as defined below). You will forfeit without consideration all outstanding Restricted Shares granted to you in the 2017 Annual Grants Agreement and the 2017 Time Based Grants Agreement, since the Termination Date will occur before the first anniversary of the Grant Date. In accordance with [Section 6] of the applicable RSA Agreement, you also shall vest and receive payment pursuant to this Agreement (and without duplication of any amounts due under any RSA Agreement) of all dividends accrued with respect to the Vested Restricted Shares for record dates prior to the Termination Date (the “Accrued Dividend Amount”).

Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

Restricted Stock. The ability to earn up to 35,000 shares of Company common stock in restricted stock grants through Company’s Omnibus Incentive Plan (collectively, the “Restricted Stock Grants”). Such Restricted Stock Grants shall be earned by Employee in equal amounts (i.e., 8,750 each) at the yearly anniversary of the Commencement Date for each of the first four years of employment with Company, subject to Employee’s achievement of the Key Performance Indicators set forth on Exhibit A hereto, so long as Employee is still an employee in good standing at the time of each such anniversary, subject to the terms and conditions of the Restricted Stock Purchase Agreement annexed hereto as Exhibit B. Shares issued upon each grant will be locked up for 12 months.

Restricted Stock. All restricted shares of Class A Common Stock of [[Madewell:Organization]] (“Restricted Stock”) granted pursuant [[Organization B:Organization]] [[Madewell:Organization]] 2011 Equity Incentive Plan, as amended (the “Plan”) that remain outstanding and are not yet vested as of immediately prior [[Organization B:Organization]] Effective Time (as defined in the Merger Agreement), shall be converted into an [equivalent number of] restricted Common Units (as defined in the SPV LLC Agreement) of [[[Issuer:Organization]], LLC] (the “Conversion”), in accordance with the [Agreement and Plan of Merger dated as of ​ by and among Madewell, [J.Crew Newco], a Delaware corporation, [[[Issuer:Organization]]], a Delaware limited liability company, [Merger Sub 1], a Delaware limited liability company and [Merger Sub 2], a Delaware limited liability company (the “Merger Agreement”), and the Limited Liability Company Agreement of [[Issuer:Organization]] (the “SPV LLC Agreement”). The Restricted Stock awards that are subject to time-based vesting restrictions immediately prior [[Organization B:Organization]] Conversion, will be converted into restricted Common Units that are subject [[Organization B:Organization]] same time-based vesting restrictions following the Conversion, based on the holder’s continued service with Madewell or J.Crew on the applicable vesting date. The Restricted Stock awards that are subject to performance-based vesting restrictions immediately prior [[Organization B:Organization]] Conversion, will be converted into restricted Common Units that are subject to time-based vesting restrictions following the Conversion, which vest in four equal annual installments on each of the first four anniversaries of the Separation Date, based on the holder’s continued service with Madewell or J.Crew on each applicable vesting date. The restricted Common Units will otherwise be subject [[Organization B:Organization]] same terms and conditions applicable [[Organization B:Organization]] Restricted Stock immediately prior [[Organization B:Organization]] Conversion. The restricted Common Units received by a holder in connection with the Conversion, including any restricted Common Units that subsequently become vested Common Units, as well as the Common Units received in connection with the conversion of vested shares of Class A Common Stock of [[Madewell:Organization]] (“Stock”) that were previously subject to vesting restrictions (collectively such Common Units, the “Employee Common Units”) will be subject [[Organization B:Organization]] same repurchase provisions that were applicable [[Organization B:Organization]] shares of Stock in the event of certain terminations of service under the terms of the Amended and Restated Management Stockholders’ Agreement by and among [[Madewell:Organization]] and the other parties thereto dated as of July 13, 2017. Employee Common Units will also be subject to # repurchase by [[Issuer:Organization]] or # conversion into equity interests of Madewell and/or J.Crew, at the discretion of the Board of Managers of [[Issuer:Organization]], LLC, in the event that the Board of Managers of [[Issuer:Organization]] determines that the holders’ continued ownership of such Common Units could result in the [[Issuer:Organization]] being an “investment company” under the Investment Company Act of 1940, as amended.

An Award made to a Participant in Common Stock or denominated in units of Common Stock, subject to future service and/or such other restrictions and conditions as may be established by the Committee, and as set forth in the Award Agreement, including, but not limited to, continuous service with the Company or its Affiliates, achievement of specific business objectives, increases in specified indices, attainment of growth rates, and/or other measurements of Company or Affiliate performance.

means Shares that are subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer, which may lapse upon the achievement or partial achievement of Performance Goals or upon the completion of a period of service, or both.

means a contingent grant of Shares awarded to an Eligible Employee pursuant to ARTICLE VIII.

The Committee may grant Awards of Restricted Stock, alone or in tandem with other Awards under the Plan, subject to such restrictions, terms and conditions, as the Committee shall determine in its sole discretion and as shall be evidenced by the applicable Award Terms. The vesting of a Restricted Stock Award granted under the Plan and the terms upon which transfer restrictions shall lapse may be conditioned upon the completion of a specified period of employment or service with the Company or any Subsidiary or Affiliate, upon the attainment of specified Performance Goals, and/or upon such other criteria as the Committee may determine in its sole discretion.