Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2012, Crumbs Bake Shop, Inc. ("CBS") and its operating subsidiary, Crumbs Holdings LLC ("Holdings" and together with CBS, "Crumbs"), entered into a First Amendment (the "Amendment") to the Amended and Restated Employment Agreement, dated as of December 21, 2011 (the "Agreement") with John D. Ireland, who serves as Crumbs' Senior Vice President and Chief Financial Officer, regarding Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). The Amendment clarifies that Crumbs' obligation to pay severance to Mr. Ireland in the event his employment is terminated by Crumbs without "Cause" (as defined in the Agreement) or by Mr. Ireland for "Good Reason" (as defined in the Agreement), as provided in Section 5.2(b)(ii) and
Section 5.4(a) of the Agreement, is conditioned on Mr. Ireland's execution, delivery and non-revocation of a release of claims no later than 60 days after the date on which a party delivers a notice of termination of employment to the other party. Prior to the Amendment, the Agreement did not clearly state the date by which Mr. Ireland was required to execute and deliver an unrevoked release of claims. In U.S. Department of the Treasury ("Treasury") and Internal Revenue Service (the "IRS") Notice 2010-6 and Notice 2010-80, Treasury and the IRS provided guidance that ambiguities in such employment agreement provisions may be viewed by the IRS as violating Section 409A of the Code. The IRS has given taxpayers until December 31, 2012 to make correcting amendments thereto.

The foregoing summary of the Amendment is qualified in its entirety by the terms thereof, a copy of which will be filed as an exhibit to CBS' Annual Report on Form 10-K for the year ending December 31, 2012 as required by Item 601(b)(10) of the Securities and Exchange Commission's Regulation S-K.