RSU GRANT NOTICE AND AGREEMENT

Exhibit 10.13

RSU GRANT NOTICE AND AGREEMENT

Claire’s Holdings LLC (the “Company”), pursuant to its 2018 Management Equity Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of RSUs based on Common Units and Preferred Units set forth below, subject to adjustment as provided in the Plan (collectively, the “RSUs”). The RSUs are subject to all of the terms and conditions set forth in this RSU Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Award Agreement shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

Vesting Schedule:

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THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RSUS UNDER THIS AWARD AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AWARD AGREEMENT AND THE PLAN.

SPOUSAL CONSENT

To the extent that ▇▇▇▇▇▇’s spouse and Holder are domiciled in Alaska, Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington or Wisconsin, or are otherwise entitled to the benefits of the statutes of such states, ▇▇▇▇▇▇’s spouse indicates by the execution of this Award Agreement his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the RSUs.

[Signature Page to RSU Grant Notice and Agreement]

EXHIBIT A

EMPLOYEE RESTRICTIVE COVENANT AND

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into on ____________, 2020, by and between _________________ (the “Employee”) and ▇▇▇▇▇▇’s Stores, Inc. (the “Company”).

WHEREAS, Company and its direct and indirect parents, subsidiaries and affiliates (collectively, the “Company Group”) possess certain valuable confidential, proprietary and/or trade secret information (collectively, “Confidential Information” as further defined below) that give Company Group a competitive advantage.

WHEREAS, Company Group’s Confidential Information has been developed by the Company at considerable expense over a number of years.

WHEREAS, Company Group has developed and maintained, at substantial expense and over a considerable period of time, relationships with suppliers and others that likewise give Company Group a competitive advantage.

WHEREAS, as a result of being employed by a member of Company Group, Employee is and/or will be given access to, and will assist in, the development and maintenance of Confidential Information, and it is the parties’ intent to safeguard such Confidential Information both during and after the term of Employee’s employment with a member of Company Group.

WHEREAS, Company Group’s reputation and present and future competitive position is dependent upon the Company Group’s ability to protects its interests in such Confidential Information and relationships.

WHEREAS, as a condition to receiving an equity grant to Employee pursuant to an RSU Grant Notice and Agreement dated on or about the date hereof (the “Grant”), Employee agrees to maintain the Confidential Information.

NOW, THEREFORE, in consideration of the Grant, Company Group providing Employee access to Confidential Information and relationships as described herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Company and Employee agree as follows:

Non-Disclosure of Confidential Information. Employee agrees that he/she will not, except in the normal and proper course of his/her duties on behalf of Company Group, disclose or use, or enable anyone else to disclose or use, either during the employment term or at any time subsequent thereto, any Confidential Information without prior written approval from Company.

“Confidential Information” includes but is not limited to any type of trade secret or other information, whether in hard copy or electronic format or communicated orally, that Employee acquires through his/her employment with Company Group and that Company Group designates or treats as confidential through its policies, procedures and/or practices or that should reasonable be understood by Employee to be confidential to Company Group. Examples of Confidential Information include information regarding Company’s business affairs, business plans, strategies, products, suppliers, designs, finances, computer programs, research, customer development, planning, purchasing, finance, marketing, customer relations, personnel and other information received by Company from others which Company has an obligation to treat as confidential. Confidential Information excludes information that is known to the public generally other than through a breach of this Agreement.

Return of Company Property. Employee agrees that all documents and other materials of any kind pertaining to the business of Company Group (including Confidential Information in any format) in his/her possession at any time during his/her employment, are and shall be the property of Company Group, and that all such property, including all copies thereof and all such information contained on Employee’s computer(s), shall be surrendered by Employee to Company upon Company’s request from time to time during such employment, and with or without request upon termination of Employee’s employment.

Restriction on Unfair Competition. At all times during his/her employment by any member of Company Group, and for a period of twelve (12) months following termination of Employee’s employment for any reason, Employee, except as part of his/her duties as an employee of Company Group, shall not directly or indirectly (including as an owner, investor, lender, sole proprietor, employee, independent contractor, leased employee, consultant or otherwise) engage in a Competing Business within the Restricted Area, which Restricted Area Employee may not circumvent through remote means.

As used herein, “Competing Business” means any entity that owns or operates a specialty retail chain whose principal business is the sale of costume jewelry or accessories to girls or young women.

As used herein, “Restricted Area” means the geographic area within the United States of America or in any other country or territory where Company Group offers for sale or sells its products and/or services.

Non-Solicitation of Employees. For a period of twelve (12) months following termination of Employee’s employment for any reason, Employee shall not directly or indirectly, for himself/herself or on behalf of any other person or entity:

(a) solicit, induce or encourage any employee of Company Group to leave Company Group or to cease his or her relationship with Company Group; or

(b) hire or attempt to hire any employee of Company Group.

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Inventions. Employee agrees that all Inventions, Discoveries and Improvements shall be and are the property of Company Group. Employee agrees that he/she will promptly disclose, transfer and assign to Company Group, without additional consideration, all Inventions, Discoveries and Improvements made, conceived, expressed, developed or actually or constructively reduced to practice by the Employee solely or jointly with others during the employment term, which are within or in any way related to the existing or contemplated scope of the business of Company Group, all of which Inventions, Discoveries and Improvements shall be deemed to have been made within the employment term if made or conceived within twelve months of the end of the employment term. For purposes of this provision, the terms “Inventions, Discoveries and Improvements” shall include all ideas, potential marketing and sales relationships, inventions, research, plans for products or services, marketing plans, computer software (including source code and object code), computer programs, original works of authorship, characters, know-how, trade secrets, information, data, developments, discoveries, improvements, modifications, technology, algorithms, and designs, whether or not subject to patent or copyright protection. Notwithstanding anything herein to the contrary, no provision of this Agreement is intended to assign any of the Employee’s rights in an Invention, Discovery or Improvement for which no equipment, supplies, facilities or Confidential Information of Company Group was used and which was developed entirely on Employee’s own time, unless the invention relates to the business of Company Group or to Company Group’s actual or demonstrably anticipated research or development, or unless the invention resulted from any work performed by the Employee for Company Group. Employee shall cooperate with Company Group to protect Company Group’s interests in Inventions, Discoveries and Improvements.

Employee, at Company Group’s expense, shall execute and file any document requested by Company Group which relates to any Inventions, Discoveries and Improvements (including applications, powers of attorney, assignments or other instruments) which Company Group deems necessary to apply for any patent, copyright or other proprietary right in any and all countries, or to convey any right, title or interest therein to any of its nominees, successors or assigns.

Enforceability. Employee understands that Company Group’s competitive position is highly dependent on the Confidential Information and Company Group’s relationship with employees and suppliers, and that any wrongful disclosure of Confidential Information or other breach of this Agreement will cause immediate and irreparable harm to Company Group for which Company Group will have no adequate remedy at law. In light of this understanding, ▇▇▇▇▇▇▇▇ agrees that in the event he/she later believes that any provision hereof is not enforceable for any reason, Employee will not act in violation of any such provision until such time as a court of competent jurisdiction enters a final judgment with respect to enforceability. In the event Employee breaches or threatens to breach any provision hereof, Company shall be entitled to entry of an injunction prohibiting same, in addition to any other remedy or relief that may be available to Company at law or in equity. If Employee breaches any provision herein, the time periods relating to the restrictions above shall be extended for a period of time equal to that period of time during which Employee was in breach.

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Severability. In the event that any part or provision of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable part or provision had not been included therein. Further, in the event that any part or provision hereof shall be declared by a court of competent jurisdiction to exceed the maximum time period or restriction such court deems reasonable and enforceable, then the parties expressly authorize the court to modify such part or provision so that it may be enforced to the maximum extent permitted by law.

Survival. Employee and Company agree that the restrictions and obligations set forth in Paragraphs 1 through 6 above shall survive the termination of this Agreement and Employee’s employment with Company Group for any reason.

Assignability and Binding Effect. This Agreement may be assigned by Company and shall otherwise inure to the benefit of, and be binding and effective upon, Company’s successors and/or permitted assigns.

Duty to Disclose.

(a) Employee shall disclose the existence and terms of this Agreement to any subsequent potential employer or principal who competes in any way with Company Group for business or employees.

(b) No later than fourteen (14) days prior to Employee’s commencement of employment with any employer or principal who competes in any way with Company Group for business or employees, Employee shall provide written notice of same to Company, including by identifying the employer or principal for whom Employee plans to commence employment, Employee’s position or title with such employer or principal, and Employee’s anticipated duties and responsibilities in such position or title.

Notices. All communications due under this Agreement shall be in writing and shall be deemed to be delivered on the date personally served, emailed, or faxed, or if sent by certified U.S. Mail, return receipt requested, within 5 days of deposit of such mail into a U.S. Postal Service mail receptacle, addressed to Employee as indicated below, or to Company as follows:

Claire’s Stores, Inc.

Attention: General Counsel

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇

Hoffman Estates, IL 60192-1930

Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

Entire Agreement. This Agreement supersedes any prior agreements or understandings, oral or written, with respect to employment of Employee and constitutes the entire agreement with respect thereto. It cannot be changed or terminated orally and may be modified only by subsequent written agreement executed by both Employee and Company.

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Applicable Law, Venue and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. The exclusive venue for any litigation between Employee and Company Group for any dispute arising out of this Agreement or relating in any way to Employee’s employment with Company Group, shall be the state or federal courts located in Cook County, Illinois, and Employee hereby consents to any such court’s exercise of personal jurisdiction over him/her for such purpose.

IN WITNESS WHEREOF, the Employee and Company have executed this Agreement as of the date set forth above.

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