The Dress Barn, Inc. Suffern, NY 10901

Exhibit
      99.1

The
      Dress
      Barn, Inc.
00
      Xxxxxxxx Xxxxx
Suffern,
      NY 10901

July
      18,
      2006 
Xxxx
      Xxxxxxxxx


Dear
      Xxxx:

This
      will
      confirm our agreement with you as follows:

1.      
      You
      will
      continue in your current position with us at your current rate of compensation
      and existing benefits until July 30, 2006 (the “Effective Date”) and thereafter
      your employment with The Dress Barn, Inc. (“Dress Barn” or the “Company”) shall
      terminate, but you will continue to serve as the Executive Director of Dress
      Barn and you will provide certain consulting services as provided
      below.

2.     
      (a) Commencing
      with the Effective Date, you will serve as a consultant to Dress Barn and will
      provide us with such consulting services as we may reasonably request from
      time
      to time in such manner and at such times as we may mutually agree from time
      to
      time. It is expected that you will provide services in your areas of expertise
      for up to 40 days a year, which may include, without limitation, periodic travel
      as we may reasonably request, including two trips annually to the
      Orient.

        
      (b) Your
      engagement hereunder shall be as an independent contractor, and not as an
      employee of Dress Barn. You agree that as an independent contractor, you will
      have no authority to legally bind Dress Barn, except for merchandise
      commitments.

3.     
      (a) In
      compensation for your consulting services, we will pay you an annual consultant
      fee of $81,000 per year, payable on a quarterly basis in equal installments.
      In
      the event we request services from you in excess of 40 days in any fiscal year
      of the Company, we will pay you an additional consulting fee of $2,025 per
      day.

        
      (b) You
      acknowledge that you will be solely responsible for any foreign, federal, state
      or local income or self-employment taxes arising with respect to payments paid
      or payable hereunder. You also acknowledge that you have no state law workers’
compensation rights or unemployment benefit rights with respect to your services
      under this agreement or otherwise.

4.      
      Effective
      with the Effective Date, you will no longer receive any deferred compensation
      or
      other benefits of any kind from Dress Barn, except (i) any vested benefits
      to
      which you are entitled under the terms of the applicable plan, (ii) you (and
      your eligible dependents) will be eligible, at your own expense, to elect to
      continue Company health benefits for up to 18 months from the Effective Date
      by
      electing such coverage under applicable COBRA regulations, and (iii) you and
      your wife will be entitled to a lifetime merchandise discount of 30% in
      accordance with the Company’s then-current policy for senior executives.

 
 

          
        
 
5.      
      Except
      with respect to the March 2006 Grant (as defined below), the termination of
      your
      employment and your commencement as a consultant will be considered a
      termination of employment for purposes of any existing stock options previously
      granted to you as an employee, which shall be exercisable in accordance with
      the
      terms of the original grant. In accordance with terms of the applicable stock
      option certificate, you acknowledge that your stock option originally granted
      to
      you on August 10, 1999, will expire one year after the date of your termination
      of employment (which constitutes “retirement” for purposes of such option
      grant). You are also entitled as an outside director of Dress Barn to be granted
      the options normally provided to outside members of the Board upon their
      election or re-election. In this regard, this will confirm that on March 8,
      2006, you were granted an option to purchase 10,000 shares of the Company’s
      common stock (prior to the 2-for-1 stock split to option holders of record
      on
      March 17, 2006), vesting in three equal annual installments through March 8,
      2009 in anticipation that you would become an outside director at the Effective
      Date (the “March 2006 Grant”). The March 2006 Grant shall remain subject to the
      terms and conditions of the 2001 Stock Incentive Plan, as amended.

6.      
      This
      agreement will continue in effect through July 29, 2007 and thereafter shall
      remain in effect unless terminated by either party upon 90 days’ prior written
      notice.

7.      
      This
      agreement and the services agreed to hereunder are not assignable by you. This
      agreement will inure to the benefit and be binding upon the personal or legal
      representatives, executors, administrators, successors, heirs, distributees,
      devisees, legatees and permitted assignees of the parties hereto.

8.      
      This
      agreement shall be governed by, and construed under and in accordance with,
      the
      internal laws of the State of New York, without reference to rules relating
      to
      conflicts of laws. This agreement is intended to comply with Section 409A of
      the
      Internal Revenue Code of 1986, as amended and will be limited, construed and
      interpreted in accordance with such intent.

9.      
      This
      agreement supersedes all prior agreements or understandings between us and
      is
      the exclusive statement of your continuing relationship with Dress
      Barn.
 
Please
      confirm your agreement by countersigning where indicated below.
THE
      DRESS
      BARN, INC.
By:
      /s/
      Xxxxxx X. Xxxxx
Xxxxxx
      X.
      Xxxxx
Chairman
 
AGREED:
/s/
      Xxxx
      Xxxxxxxxx
Xxxx
      Xxxxxxxxx
Document Metadata

The Dress Barn, Inc. Suffern, NY 10901

Document Metadata
