Exhibit 10.2
SEPARATION PAY, CONFIDENTIALITY &
NON-COMPETITION AGREEMENT
As an executive associate of Too,
Inc. (the “Company”), I have access to trade secrets
and other confidential or proprietary information
(“Confidential Information”) of the Company. I may also
originate or develop Confidential Information in connection with
the performance of my duties with the Company. I understand that
all of such Confidential Information as well as any inventions,
designs or innovations that I conceive or devise from my use of the
Company’s time, equipment, facilities and support services
belong exclusively to the Company, and that it may not be used for
my personal benefit, the benefit of a competitor, or for the
benefit of any person or entity other than the Company.
THEREFORE, in consideration of
separation allowances as described in Paragraph 4, and in the form
of the 2002 Too, Inc. stock option award to receive options to
acquire 10,000 shares of common stock of Too, Inc. pursuant to the
terms of the agreement and in recognition of the highly competitive
nature of the business conduct by the Company, I agree as
follows:
1. I will at all times during my
employment with the Company and thereafter faithfully hold the
Company’s Confidential Information in the strictest
confidence, and I will use my best efforts and highest diligence to
guard against its disclosure to anyone other than as expressly
required in the performance of my duties to the Company. I
understand that Confidential Information includes, among other
things, any information and materials pertaining to products,
designs, formulas, packaging or processes, and developments or
improvements relating to them; licensing, sourcing, manufacturing,
merchandising, packaging plans and techniques; advertising,
marketing and promotional plans and policies; distribution or sales
plans and methods; technical and business procedures or strategies;
sales, profit or other financial information; relationships between
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