The Dress Barn, Inc. Suffern, NY 10901
Exhibit
99.1
The
Dress
Barn, Inc.
00
Xxxxxxxx Xxxxx
Suffern,
NY 10901
July
10,
2006
Xx. Xxxxxx X.
Xxxxx
The
Dress
Barn, Inc.
00
Xxxxxxxx Xxxxx
Suffern,
NY 10901
Dear
Xx.
Xxxxx:
Reference
is made to our letter agreement with you dated as of May 2, 2002 (the “2002
Agreement”). This will acknowledge that you have given The Dress Barn, Inc.
(herein the “Company” or “we”) at least 90 days’ notice of your election to
terminate your term as Executive Chairman of the Board effective on
July 30, 2006 conditioned upon approval by the Compensation Committee of
the Board of Directors of the Company and the execution of this letter agreement
prior to that date. Upon its approval and execution, this letter agreement
will
be deemed to amend the 2002 Agreement.
1. The
2002
Agreement provides (and will continue to provide) that you will not be required
to provide services involving more than 24 days per fiscal year. You have
indicated your intention for the foreseeable future and subject to your
continuing good health to be willing to provide services of the equivalent
of
two days per week. Your services shall continue to be as requested by the Chief
Executive Officer of the Company (or if you so elect, the Board of Directors),
and it continues to be understood that the services are to be at times and
at
locations that are reasonably satisfactory to you. You will continue to be
employed by the Company initially (effective July 30, 2006) as the Chairman
of
the Board. We shall have the right to reduce or eliminate your duties and
responsibilities. It is the Company’s intention that you continue to serve as a
member of the Board of Directors of the Company. However, your salary and other
benefits as provided in this letter agreement shall not be reduced or eliminated
by reason of your no longer serving as a Director or no longer having the
Chairman title. While the 2002 Agreement provided that your employment will
continue for the rest of your life, that provision is amended to permit the
Company to elect to terminate your employment on at least 90 days’ notice at any
time after 10 years from July 30, 2006. You shall be entitled to an office
and
secretarial assistance only as long as you serve as Chairman of the Board.
Effective July 30, 2006, you will no longer be entitled to participate in
the Company’s benefit plans including, without limitation, its group insurance
plans and programs available to the Company’s senior executives or its employees
generally. However, the Company will provide you for the rest of your life
with
health insurance coverage as similar as practicable to the Company’s health
plan, it being understood that the Company is required only to use all
reasonable commercial efforts to obtain such coverage for you. Other personal
benefits provided to you as Executive Chairman of the Board shall no longer
be
provided after July 29, 2006. The provisions of this paragraph 1 are
intended to amend the provisions of paragraphs 2, 4 and 5 of the 2002
Agreement.
2. Effective
July 30, 2006 and so long as you continue to be employed by the Company,
your salary shall be at the annual rate of $350,000 or such higher amount as
results from a COLA Adjustment1,
recalculated at the end of each of our fiscal years from July 29, 2006.
Nothing contained in this letter shall preclude the Board of Directors in its
discretion from increasing your salary at any time. In view of the recently
adopted provisions of Section 409A of the Internal Revenue Code of 1986, as
amended, no payment will be made to you during the first six months of the
Company’s fiscal year beginning July 30, 2006, but you will be entitled to
a lump sum salary payment thereafter so that your salary for our fiscal year
beginning July 30, 2006 shall be in the amount set forth above.
Paragraph 8 of the 2002 Agreement provides that the non-competition
provisions contained in that paragraph shall apply only as long as you are
receiving salary payments from the Company. However, you have agreed that in
the
event the Company exercises its right under paragraph 1 above to terminate
your employment by the Company, the non-competition provisions in
paragraph 8 of the 2002 Agreement shall nevertheless remain in
effect.
3. In
view
of the various changes in the arrangements with respect to your employment
and
in view of your role as a founder of the Company and your 44 years of service
to
the Company, the Company has agreed to provide you with a supplemental
retirement benefit of $150,000 per annum (or such higher amounts as results
from
the COLA Adjustment) payable monthly for the rest of your life regardless of
whether you are willing to or actually providing any services to the Company.
Your supplemental retirement benefit shall begin July 30, 2006 but, as with
your salary, a lump sum supplemental retirement benefit payment will be made
to
you on or after February 1, 2007 so that your supplemental retirement
benefit for our fiscal year beginning July 30, 2006 shall be in the amount
set forth above.
4. The
2002
Agreement provides for a death benefit equal to one-year’s salary at the rate in
effect on the day of your death. In the event your death occurs following the
termination of your employment by the Company, the death benefit will be based
on the salary rate last in effect prior to such termination. The
death
benefit will be payable to your estate (or to any beneficiary you have last
designated by notice to the Company) and shall be payable in a lump sum no
later
than three months after your date of death.
5. Except
as
amended hereby, the 2002 Agreement remains in full force and effect as provided
therein, it being understood that effective July 30, 2006 the provisions of
paragraph 7 and the parenthetical in the first sentence of paragraph 8
relating to “Change in Control” will no longer be applicable. The Company
intends that the 2002 Agreement, as amended hereby, comply with
Section 409A of the Internal Revenue Code of 1986, as amended, and shall be
limited, construed and interpreted in accordance with such intent. In the event
that any provision does not so comply, the Company shall reform the 2002
Agreement, as amended hereby, after good faith consultation with you, to the
maximum extent possible to retain the intended economic and tax benefits to
you
under the 2002 Agreement, as amended hereby, without violating Section 409A
or creating any unintended or adverse consequences to you. Nothing in the 2002
Agreement or in this letter agreement is intended to or shall affect the
benefits, rights or obligations of the parties under any agreement relating
to
stock options or the Executive Retirement (deferred compensation) Plan.
If
the
foregoing accurately sets forth our agreement, please countersign and return
to
us a copy of this letter.
|
Very
truly yours,
THE
DRESS BARN, INC.
By:
/s/ Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx, SVP, Chief Financial Officer
|
ACCEPTED
AND AGREED TO:
/s/
Xxxxxx X. Xxxxx
Xxxxxx
X.
Xxxxx
