EX-10.9 SEVERANCE AGREEMENT, MICHELE M. MANDELL, DATED AUGUST 6, 2007

Exhibit 10.9

SEVERANCE AGREEMENT

     This Severance Agreement (the “Agreement”) is made as of August 6, 2007, between The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and Michele M. Mandell (the “Executive”). This Agreement sets forth the agreement of the parties relating to the severance arrangements for the Executive under certain circumstances. Capitalized terms used in this Agreement are defined in Section 8 hereof.

     1. Severance Pay and Associated Benefits Upon a Qualified Termination.

          (a) Severance Benefits. In the event of a Qualified Termination, and subject to the terms of this Agreement, the Company will provide to the Executive the payments and benefits described in this Section 1 (collectively, the “Severance Benefits”).

          (b) Severance Pay. Subject to the terms of this Agreement, in the event of a Qualified Termination, the Company will pay to the Executive severance pay in the gross amount equal to 1.5 times the Executive’s annual base salary in effect immediately prior to such termination (the “Severance Payment”), payable in equal installments in accordance with normal Company payroll practices over a 18 month period beginning immediately following the Termination Date (the “Severance Period”).

          (c) Benefits Continuation. Subject to the terms of this Agreement, upon any such Qualified Termination, the Company will also arrange for the Executive to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in effect for the Executive (including any required employee contribution) immediately prior to such termination, in the medical and dental programs provided to the Executive immediately prior to such termination until the earlier of (i) the end of the Severance Period, or (ii) such time as the Executive is eligible to be covered by comparable benefits of a subsequent employer. The Executive agrees to notify the Company promptly if and when the Executive begins employment with another employer and if and when the Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. Executive agrees that any automobile/housing allowance or other personal benefits provided by the Company to the Executive immediately prior to such termination will cease as of the Termination Date. The Company, however, may choose to make any separate arrangements with the Executive to assist with the transfer of any such benefits.

          (d) Retirement Benefits. Nothing in this Agreement will modify or otherwise limit any of the Executive’s rights and benefits as may exist under the terms of any qualified, nonqualified or supplemental retirement, 401(k), savings or deferred compensation plans of the Company (excluding any severance or severance compensation plans) (“Retirement Plans”), nor will any benefits or amounts payable under any such Retirement Plans reduce or offset any Severance Benefits afforded to the Executive under this Agreement.

          (e) Equity Awards.

               (i) If in the event of a Qualified Termination the Executive still holds one or more options to purchase shares of Company stock which have not expired and have not been fully exercised, the Executive, at any time within 3 years after the Termination Date (but in no event after the option has expired), may exercise any such options with respect to any shares as to which the Executive could have exercised the options on the Termination Date.

               (ii) The Executive agrees that until the expiration of 6 months from the Termination Date, the Executive will not engage in the purchase or sale of the Company’s common stock (including without limitation any “cashless exercise” of any stock options involving the sale of any Company common stock as part of such option exercise) during any trading window “blackout” or “quiet period” applicable to management level employees (“Quiet Period”). The Executive acknowledges that the Company reserves the right to modify the Quiet Period from time to time in its sole and absolute discretion. The Company will provide the Executive with notice of Quiet Periods and changes thereto at the time it provides such notice to the Company’s management level employees. In addition, the Executive agrees to notify the Company’s General Counsel prior to exercising any options or trading in the Company’s common stock within such 6 month period following the Termination Date to ascertain whether such transaction would violate any Quiet Period covered by this subsection (e)(ii).

               (iii) Except as otherwise expressly set forth in any agreement between the Executive and the Company relating to any restricted stock or performance accelerated restricted stock award, in the event of a Qualified Termination or other termination of employment, the Executive agrees that the Company will be deemed to have exercised its repurchase option with respect to any shares of unvested restricted stock or performance accelerated restricted stock of the Company held by the Executive as of the Termination Date, and the Company will promptly pay the Executive $.01 for each share.

          (f) Withholdings. The Company may deduct from the Executive’s Severance Payment and any other payments otherwise due to the Executive, such withholding taxes and similar governmental payments and charges as may be required.

          (g) Timing for Payment; Section 409A Restrictions. Notwithstanding anything in this Agreement to the contrary, it is the intention of the parties that this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations or other guidance issued thereunder, and this Agreement and the payments of any benefits hereunder will be operated and administered accordingly. Specifically, but not by limitation, the Executive agrees that if, at the time of termination of employment, the Company is considered to be publicly traded and the Executive is considered to be a specified employee, as defined in Section 409A (and as determined as of December 31 preceding the Executive’s termination of employment, unless the Executive’s termination of employment occurs prior to April 30, in which case the determination will be made as of the second preceding December 31), then some or all of such payments to be made under this Agreement as a result of the Executive’s termination of employment will be deferred for no more than 6 months following such termination of employment, if and to the extent the delay in such payments is necessary in order to comply with the requirements of Section 409A of the Code. Upon expiration of such 6 month period (or, if earlier, the Executive’s death), any payments so withheld hereunder from the Executive hereunder will be distributed to the Executive, with a payment of interest thereon

2

credited at a rate of prime plus 1% (with such prime rate to be determined as of the actual payment date).

     2. Release and Waiver.

     The Company’s obligation to make the payments and provide the benefits to the Executive as set forth in Section 1 above will be conditioned upon and subject to the Executive having delivered to the Company an executed full and unconditional release (that is not subject to revocation) of any and all claims against the Company, its parent entities, affiliates, employee benefit plans and fiduciaries, and their respective officers, employees, directors, agents and representatives satisfactory in form and content to the Company’s counsel.

     3. Cooperation.

     In connection with a Qualified Termination or any other termination of the Executive’s employment, the Executive agrees to reasonably cooperate with the Company prior to and in the 60 day period immediately following the Termination Date, subject to the Executive’s other commitments, in promptly transitioning the Executive’s duties and activities within the Company to the person or persons designated by the Company to receive them.

     4. Nondisparagement; Non-Solicitation; Confidentiality.

          (a) Nondisparagement. In connection with a Qualified Termination or any other termination of the Executive’s employment, Executive agrees not to take action or make any statement, written or oral, in the 1 year period following the Termination Date which is intended to materially disparage the Company or its business.