EXHIBIT 10.57
April __, 1998
NAME
TITLE
Xxxxxxxx'x of Boston, Ltd.
A Division of Brylane L.P.
00 Xxxxxx Xxxxx
Xxxx Xxxxxxxxxxx, XX 00000
Re: Amendment to Brylane Inc.
Nonqualified Stock Option Agreement
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Dear __________:
This letter modifies and amends those certain Brylane Inc.
Nonqualified Stock Option Agreements (the "Option Agreements") dated as of
February 26, 1997 and July 24, 1997 by and between Brylane Inc., a Delaware
corporation (the "Company") and __________ (the "Optionee") as follows:
Section 4 of the Option Agreements is amended and restated to
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read in its entirety as follows:
"Termination of Employment or Other Relationship. The
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termination of Optionee's employment or other relationship with
the Company and the Subsidiaries by the Partnership for any
reason other than "cause" (as defined in Section 3(b) of that
certain Employment Agreement dated as of April 1, 1998 between
Partnership and Optionee, or in the provisions of any successor
employment agreement (such Agreement, or successor thereto, the
"Employment Agreement")), or by Optionee for "good reason" (as
defined in Section 3(e) of the Employment Agreement), shall
accelerate the vesting and exercisability of any unvested
portion of the Option as of the date of such termination so
that, on and after the date of such termination, the Option
shall be exercisable for the full number of shares specified in
Section 1 (less any shares previously exercised). The
termination of Optionee's employment or other relationship with
the Company and the Subsidiaries by Employer for "cause" or by
Optionee for any reason other than "good reason" shall not
accelerate the vesting of the Option or affect the number of
Shares with respect to which the Option may be exercised so that
in the circumstances contemplated by this sentence the Option
may only be exercised with respect to that number of Shares
which could have been purchased under the Option had the Option
been exercised by Optionee on the date of such termination."
NAME
April __,1998
Page 2
This letter may be executed in counterparts, each of which when
executed and delivered shall be deemed to be an original, and all of which when
taken together shall constitute but one and the same instrument.
BRYLANE INC.
By: ________________________________
Name
Title
AGREED AND ACCEPTED:
OPTIONEE
________________________________
Name
