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Exhibit 10.1
June 13, 2008
Kenneth
T. Stevens
7309 Lambton Park Road
New Albany, Ohio 43054
Dear
Ken:
This Letter Agreement will serve to specify the terms of your
separation from Tween Brands, Inc. (“Tween Brands” or
the “Company” (formerly Too, Inc.)). Except as set
forth below, (a) all terms and conditions of your Employment
Agreement dated January 29, 2007 between you and the Company
(the “Employment Agreement”) remain in force and
(b) to the extent of any disagreement between this Letter
Agreement and the Employment Agreement, the Employment Agreement
shall control. Any capitalized word or term used but not defined in
this Letter Agreement has the meaning given to it in the Employment
Agreement.
| 1. |
|
June 27, 2008 shall be your “Termination
Date.” Between now and the Termination Date, you will
continue as President and Chief Operating Officer of the Company.
The Termination Date will be your final date of employment with the
Company and, on such date, you shall incur a “separation from
service,” as that term is defined in Section 409A of the
Internal Revenue Code of 1986, as amended. The pay and benefits you
currently receive as President and Chief Operating Officer shall
continue through the Termination Date. |
| 2. |
|
You shall cease to be an officer of the Company and any of its
affiliates on the Termination Date. You will also cease acting as
Principal Financial Officer and Principal Accounting Officer of the
Company on the Termination Date. |
| 3. |
|
You have submitted a letter of resignation to the
Company’s Board of Directors (the “Board”) dated
June 11, 2008. Your resignation from the Board would be
effective June 27, 2008. |
| 4. |
|
The termination of your employment will be treated on the
Termination Date as a Voluntary Termination by Executive without
Good Reason under Paragraph 11(a) of the Employment Agreement
entitling you to the |
| |
|
compensation and benefits set forth in Paragraph 11(a) of the
Employment Agreement. In addition, the Company agrees to pay you
within five (5) business days of the date this Letter
Agreement becomes irrevocable the amount of four hundred thousand
dollars ($400,000) minus applicable taxes and fees. |
| 5. |
|
The Company agrees to reimburse you for legal fees you may
incur associated with the negotiation of this Letter Agreement up
to a maximum total amount of five thousand dollars ($5,000). You
will receive this payment after you submit to the Company
appropriate documentation of these legal fees and within sixty
(60) days of the date this Letter Agreement becomes
irrevocable. |
| 6. |
|
The Company agrees to reduce the “Non-Competition
Period” outlined in Paragraph 12(b) of the Employment
Agreement and the “No-Raid Period” outlined in
Paragraph 12(c) of the Employment Agreement from two years to a
period of one year from the Termination Date. |
| 7. |
|
Neither you nor any officer, director or any authorized
spokesperson of the Company will state or otherwise publish
anything about the other party which would adversely affect the
reputation, image or bu |
|