CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • August 6th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • New York
Reference is made to the Acquisition Agreement, dated as of July 30, 2003 (the “Acquisition Agreement”), by and between Alloy, Inc., a Delaware corporation (“Parent”), Dodger Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and dELiA*s Corp., a Delaware corporation (the “Company”), pursuant to which Parent and/or Sub will make a tender offer for all of the common stock of the Company following which Sub will be merged with and into the Company (the “Merger”) with the result that the Company will become a wholly-owned subsidiary of Parent. [ ] is a stockholder of the Company and, therefore, indirectly the principal owner of a significant portion of the goodwill of the Company being transferred to Parent pursuant to the terms of the Acquisition Agreement. [ ] is also an employee of the Company and has unique knowledge of a highly sensitive nature regarding the Company, its business and its intellectual property, such that were [ ] to use such kno
CONSULTING AGREEMENTConsulting Agreement • August 6th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • New York
This Consulting Agreement (“Agreement”) is entered into as of this day of _, 2003, by and between dELiA*s Corp. (the “Company”) and Stephen I. Kahn (“Consultant”).
ACQUISITION AGREEMENT AMONG ALLOY, INC., DODGER ACQUISITION CORP. AND DELIA*S CORP. Dated as of July 30, 2003Acquisition Agreement • August 6th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • Delaware
ACQUISITION AGREEMENT dated as of July 30, 2003, by and among ALLOY, INC., a Delaware corporation (“Parent”), DODGER ACQUISITION CORP., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Sub”), and DELIA*S CORP., a Delaware corporation (the “Company”).
TENDER AND STOCKHOLDER SUPPORT AGREEMENTTender and Stockholder Support Agreement • August 6th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • Delaware
This TENDER AND STOCKHOLDER SUPPORT AGREEMENT (the “Agreement”), is entered into as of July 30, 2003, by and among Alloy, Inc., a Delaware corporation (“Parent”), Dodger Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Stephen I. Kahn and Geraldine Karetsky (each, a “Stockholder” and collectively, the “Stockolders”).
EMPLOYMENT AGREEMENT BETWEEN DELIA*S CORP. AND CHRISTOPHER C. EDGAR DATED AS OF , 2003Employment Agreement • August 6th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • New York
dELiA*s Corp., a Delaware corporation (including any successor thereto, the “Company”), and Christopher C. Edgar (the “Executive”) agree as follows:
Mutual General ReleaseMutual General Release • August 6th, 2003 • Alloy Inc • Retail-catalog & mail-order houses
This Mutual General Release (the “Release”) dated as of _______, 2003, by and between ______ (the “Executive”), dELiA*s Corp., a Delaware corporation (the “Company”), and Alloy, Inc., a Delaware corporation (“Parent”);
EMPLOYMENT AGREEMENT BETWEEN DELIA*S CORP. AND EVAN GUILLEMIN DATED AS OF , 2003Employment Agreement • August 6th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • New York
dELiA*s Corp. a Delaware corporation (including any successor thereto, the “Company”), and Evan Guillemin (the “Executive”) agree as follows:
TERMINATION AGREEMENTTermination Agreement • August 6th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • New York
WHEREAS, the Company, Alloy, Inc., a Delaware Corporation (the “Parent”), and Dodger Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Sub”), have entered into an Acquisition Agreement, dated as of July 30, 2003 (the “Acquisition Agreement”), pursuant to which the Parent and/or Sub will make a tender offer for all of the common stock of the Company following which Sub will be merged with and into the Company with the result that the Company will become a wholly-owned subsidiary of the Parent (the “Merger”), and in connection with the Merger, the Parent has required that the Prior Agreement be terminated on the terms and conditions contained herein;
