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Gregory J.
Henchel
Tween Brands, Inc.
8323 Walton Parkway
New Albany, Ohio 43054
As you know,
Tween Brands, Inc. (the “Company”) is contemplating
entering into an Agreement and Plan of Merger (the “Merger
Agreement”) with Dress Barn, Inc., a Connecticut corporation
(“Parent”), and Thailand Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger
Sub”), pursuant to which Merger Sub will merge with and into
the Company, with the Company becoming a subsidiary of Parent
following such merger (the “Merger”).
The Company
recognizes that if it enters into the Merger Agreement, you will be
asked to perform additional responsibilities during the executory
period as the Company works to consummate the Merger. In
recognition of these additional responsibilities, and as a special
incentive for you to remain continuously employed with the Company
through the closing of the Merger, the Company will pay you a
special retention bonus (the “Retention Bonus”) equal
to One Hundred Fifty Thousand dollars ($150,000.00) if you remain
continuously employed by the Company through the closing date of
the Merger. The Company will also pay you your full Retention Bonus
if the Merger closes but, prior to the closing date of the Merger,
the Company terminates your employment without “Cause”
(as defined in your Executive Agreement with the Company dated as
of September 26, 2008 (the “Executive
Agreement”)). However, if your employment with the Company
terminates prior to the closing date of the Merger for any reason
other than a termination by the Company without Cause, you will not
be eligible to receive your Retention Bonus, and in no event will
you be considered to have earned this bonus. If your Retention
Bonus becomes earned and payable, the Company will pay the full
amount of the Retention Bonus to you in cash within fifteen
(15) days after the closing date of the Merger.
This Retention
Bonus opportunity is being provided to you in addition to your
incentive compensation opportunities under the Company’s
incentive compensation plans ( e.g ., your semi-annual
incentive opportunity under the Company’s Incentive
Compensation Performance Plan).
In addition,
subject to the closing of the Merger,
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