The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, NY 10901
June 24, 2009
Michael
Rayden
c/o Tween
Brands, Inc.
8323 Walton
Parkway
New Albany,
Ohio 43054
Dear
Michael:
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 you under the Rayden Agreements until
your effective resignation as a director of Parent.
