SEVERANCE AGREEMENTSeverance Agreement • April 16th, 2009 • Talbots Inc • Retail-women's clothing stores • Massachusetts
This Severance Agreement (the “Agreement”) is made as of December 4, 2008, between The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and Michael Scarpa (the “Executive”). This Agreement sets forth the agreement of the parties relating to the severance arrangements for the Executive under certain circumstances. Capitalized terms used in this Agreement are defined in Section 7 hereof.
THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 16th, 2009 • Talbots Inc • Retail-women's clothing stores • Massachusetts
This agreement (the “Agreement”) reflects our mutual understanding regarding payments to be made to, and benefits to be received by, you in the event your employment with The Talbots, Inc., a Delaware corporation (including its subsidiaries, the “Company”), is terminated by the Company within twelve (12) months following a Change in Control. This Agreement shall become effective on your employment commencement date (April 6, 2009). The capitalized termed used in this Agreement that are not otherwise defined herein shall have the meanings given to such terms in Appendix A hereto, incorporated herein by this reference and hereby made a part hereof.
December 19, 2008 [Name] [Title] c/o The Talbots, Inc. One Talbots Drive Hingham, MA 02043 Re: CODE SECTION 409A AMENDMENT Dear [Name],Severance Agreement • April 16th, 2009 • Talbots Inc • Retail-women's clothing stores
In order to comply with final regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), you and The Talbots, Inc. (including its subsidiaries, the “Company”) hereby agree that, notwithstanding anything to the contrary in any severance agreement or severance arrangement between you and the Company (all collectively referred to herein as the “agreements”), it is the intention of the parties that each of such agreements comply with Code Section 409A, and any regulations or other guidance issued thereunder, and the agreements and the payments of any benefits thereunder will be operated and administered accordingly. Specifically, but not by limitation, you agree that if, at the time of termination of your employment, the Company is considered to be publicly traded and you are considered to be a specified employee, as defined in Code Section 409A (and as determined as of December 31 preceding your termination of employment, unless your termination o
THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 16th, 2009 • Talbots Inc • Retail-women's clothing stores • Massachusetts
This agreement (the “Agreement”) reflects our mutual understanding regarding payments to be made to, and benefits to be received by, you in the event your employment with The Talbots, Inc., a Delaware corporation (including its subsidiaries, the “Company”), is terminated by the Company within twelve (12) months following a Change in Control. This Agreement shall become effective on your employment commencement date. The capitalized termed used in this Agreement that are not otherwise defined herein shall have the meanings given to such terms in Appendix A hereto, incorporated herein by this reference and hereby made a part hereof.
November 11, 2008Retention Agreement • April 16th, 2009 • Talbots Inc • Retail-women's clothing stores
By Electronic Mail and Overnight Mail Paula Bennett President, J. Jill Brand c/o The Talbots, Inc. One Talbots Drive Hingham, MA 02043
