The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, NY 10901
Michael
Rayden
c/o Tween Brands, Inc.
8323 Walton Parkway
New Albany, Ohio 43054
On the date hereof, The Dress Barn, Inc.
(“Parent”), Thailand Acquisition Corp.
(“Acquisition Sub”) and Tween Brands, Inc. (the
“Company”) are entering into an Agreement and Plan of
Merger dated June 24, 2009 (the “Merger
Agreement”), pursuant to which Acquisition Sub will be merged
with and into the Company, with the Company surviving the Merger as
a wholly owned subsidiary of Parent. Capitalized terms used and not
defined herein shall have the meanings ascribed thereto in the
Merger Agreement.
Reference is also made to the Employment
Agreement effective as of December 3, 2008, between the
Company and you (the “Employment Agreement”) and the
Executive Agreement effective as of December 3, 2008, between
the Company and you (the “Executive Agreement” and,
together with the Employment Agreement, the “Rayden
Agreements”).
Effective upon
the Effective Time, Parent, the Company and you hereby agree as
follows:
1. Prior to the Closing, but having effect
at the Effective Time, the Board of Directors of Parent shall adopt
a resolution and shall take all other action necessary to appoint
you to the Board of Directors of Parent, to serve as a director of
Parent for a term expiring in 2010 or your earlier death,
resignation or removal. For at least one additional term ending no
earlier than 2012, so long as you shall continue to be employed by
the Company, the Board of Directors of Parent shall nominate you
for re-election to the Board of Directors of Parent by the
stockholders at the expiration of each term of your service on the
Board of Directors of Parent.
2. By your execution of this letter
agreement, effective upon the Effective Time, you hereby
irrevocably tender your resignation as a director of Parent, such
resignation to take effect immediately upon termination of your
employment with the Company for any reason without any further
writing, act or action by you. You acknowledge and agree that such
resignation is irrevocable and coupled with an interest, and that
Parent would not enter into this letter agreement without your
agreement as set forth in this paragraph 2. You further acknowledge
and agree that, notwithstanding anything to the contrary contained
in the Rayden Agreements, including, without limitation,
Section 18 of the Employment Agreement and Section 8 of
the Executive Agreement, in the event that you shall refuse to
resign as a director of Parent immediately upon termination of your
employment with the Company for any reason or shall otherwise seek
to maintain your position as a director of Parent thereafter,
neither the Company nor Parent shall have any obligation to make
any payments otherwise due to
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