AGREEMENT AND PLAN OF MERGER by and among THE DRESS BARN, INC., THAILAND ACQUISITION CORP. and TWEEN BRANDS, INC. June 24, 2009Merger Agreement • June 25th, 2009 • Tween Brands, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of June 24, 2009, by and among The Dress Barn, Inc., a Connecticut corporation (“Parent”), Thailand Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Tween Brands, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Article IX.
June 24, 2009 Rolando de Aguiar Tween Brands, Inc. 8323 Walton Parkway New Albany, Ohio 43054 Dear Rolando: As you know, Tween Brands, Inc. (the “Company”) is contemplating entering into an Agreement and Plan of Merger (the “Merger Agreement”) with...Retention Bonus Agreement • June 25th, 2009 • Tween Brands, Inc. • Women's, misses', and juniors outerwear • Ohio
The Company recognizes that if it enters into the Merger Agreement, you will be asked to perform additional responsibilities during the executory period as the Company works to consummate the Merger. In recognition of these additional responsibilities, and as a special incentive for you to remain continuously employed with the Company through the closing of the Merger, the Company will pay you a special retention bonus (the “Retention Bonus”) equal to Two Hundred Thousand dollars ($200,000.00) if you remain continuously employed by the Company through the closing date of the Merger. The Company will also pay you your full Retention Bonus if the Merger closes but, prior to the closing date of the Merger, the Company terminates your employment without “Cause” (as defined in your Executive Agreement with the Company dated as of September 26, 2008 (the “Executive Agreement”)). However, if your employment with the Company terminates prior to the closing date of the Merger for any reason oth
