Exhibit 10.68
THE TALBOTS, INC.
CHANGE IN CONTROL AGREEMENT
Basha
Cohen
Executive Vice President/
Chief Merchandising Officer, Talbots Brand
c/o The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
Dear
Basha:
This agreement (the
“Agreement”) reflects our mutual understanding
regarding payments to be made to, and benefits to be received by,
you in the event your employment with The Talbots, Inc., a Delaware
corporation (including its subsidiaries, the
“Company”), is terminated by the Company within twelve
(12) months following a Change in Control. This Agreement
shall become effective on the later of December 17, 2007 and
your employment commencement date. The capitalized termed used in
this Agreement that are not otherwise defined herein shall have the
meanings given to such terms in Appendix A
hereto, incorporated herein by this reference and hereby made a
part hereof.
1. Termination after Change
In Control . In the event that the Company terminates your
employment Without Cause within twelve (12) months after the
occurrence of a Change in Control, then the following shall
occur:
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(a) |
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The Company shall pay to you on the effective date of such
termination: (i) salary for services rendered up to and including
the date of termination, (ii) any and all compensation to
which you may be entitled as of the date of termination pursuant to
The Talbots, Inc. 2003 Executive Stock Based Incentive Plan (the
“Plan”) or any other compensation or benefit plan to
the extent permitted by such plans, and (iii) reimbursement
for outstanding ordinary and reasonable expenses incurred by you in
connection with the performance of your duties for the Company up
to and including the date on which your employment is
terminated; |
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(b) |
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The Company shall pay to you, within thirty (30) days
after the effective date of such termination, an amount equal to
one times the sum of: |
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(i) |
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your annual base salary at the rate in effect on the date of
such termination, and |
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(ii) |
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your “target” annual cash incentive bonus as then
established for you and determined in accordance with the
applicable annual cash incentive bonus arrangement in place from
time to time (provided that the target annual cash incentive bonus
shall be no less than 50% of your annual base salary). |
You
shall continue to participate, on the same terms and conditions, in
any benefit programs of the Company in which you participated
immediately prior to such termination (including, without
limitation, as applicable, any disability insurance benefit
program, any medical insurance program, and dental insurance
program, and any life insurance program) from time of such
termination until the earlier of: (i) the end of the one
(1) year period beginning from the effective date of the
termination of your employment, or (ii) such time as you are
eligible to be covered by a comparable program of a subsequent
employer. You hereby agree to notify the Company
promptly
if and when you begin employment with another employer and if and
when you become eligible to participate in any pension or other
benefit plans, programs or arrangements of another employer.
2. Assignment . None of
the parties hereto shall, without the consent of the other, assign
or transfer this Agreement or any rights or obligations hereunder.
This Agreement and all of the provisions hereof shall be binding
upon, and inure to the benefit of, the parties hereto, and their
successors (including successors by merger, consolidation or
similar transactions), permitted assigns, executors,
administrators, personal representatives, heirs and
distributees.
3. Miscellaneous .
(a) Entire Agreement .
This Agreement contains the entire understanding between and among
the parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous understandings and
agreements, written or oral, between us respecting such subject
matter; provided however , that this Agreement shall
not
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