0001047469-09-003909 Sample Contracts

NEW YORK & COMPANY New York, NY 10001
Letter Agreement of Employment • April 7th, 2009 • New York & Company, Inc. • Retail-women's clothing stores • New York

This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment, and your employment relationship, with Lerner New York, Inc. (the “Company”). Your execution of this Agreement will represent your acceptance of all of the terms set forth below and will supercede any other Letter Agreement of Employment entered into prior to this Agreement.

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AMENDMENT NO. 1 TO LETTER AGREEMENT OF EMPLOYMENT
Letter Agreement of Employment • April 7th, 2009 • New York & Company, Inc. • Retail-women's clothing stores • New York

Amendment (this “Amendment”), made as of this December 22, 2006, by and among Lerner New York, Inc. (the “Company”) and Leslie Goldmann (“Executive”).

AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2009 • New York & Company, Inc. • Retail-women's clothing stores • New York

Amendment (this “Amendment”), made as of January 28, 2009, by and among New York & Company, Inc. (the “Company”), Lerner New York, Inc. (“Lerner”) and Richard Crystal (“Executive”).

AMENDMENT TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 7th, 2009 • New York & Company, Inc. • Retail-women's clothing stores • Ohio

This Amendment to the Transition Services Agreement, dated November 27, 2002, (“Amendment”) is made and entered into by and between Limited Brands, Inc. (“Limited Brands”) and Lerner New York Holding, Inc. and New York & Company, Inc., successor in interest to New York & Co. Group, Inc. (collectively, “Buyer” and/or “Lerner”). Defined terms that are used but not defined herein shall be as defined in the Agreement between Limited Brands and Buyer. The Parties wish to amend the Agreement and Schedules as described below. It is therefore agreed as follows:

FOURTH AMENDMENT TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 7th, 2009 • New York & Company, Inc. • Retail-women's clothing stores

This FOURTH AMENDMENT TO TRANSITION SERVICES AGREEMENT (“Fourth Amendment”), dated April 6, 2009 and deemed effective as of February 1, 2009, is made and entered into by and between Limited Brands, Inc. (“Limited Brands”) and Lerner New York Holding, Inc. and New York & Company, Inc., successor in interest to New York & Co. Group, Inc. (collectively, “Buyer” and/or “Lerner”). Defined terms that are used but not defined herein shall be as defined in the Transition Services Agreement dated November 27, 2002 (“Agreement”), as amended by that certain Amendment To Transition Services Agreement dated April 19, 2006 (the “First Amendment”), that certain Amendment To Transition Services Agreement dated on or about October 11, 2007 (the “Second Amendment”), and that certain Amendment To Transition Services Agreement dated on or about July 17, 2008 (the “Third Amendment”; the Agreement, First Amendment, Second Amendment and Third Amendment are collectively referred to herein as the “TSA”) betwee

AMENDMENT TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 7th, 2009 • New York & Company, Inc. • Retail-women's clothing stores

This Amendment to the Transition Services Agreement, dated November 27, 2002, (“Amendment”) is made and entered into by and between Limited Brands, Inc. (“Limited Brands”) and Lerner New York Holding, Inc. and New York & Company, Inc., successor in interest to New York & Co. Group, Inc. (collectively, “Buyer” and/or “Lerner”). Defined terms that are used but not defined herein shall be as defined in the Agreement between Limited Brands and Buyer. The Parties wish to amend the Agreement and Schedules as described below. It is therefore agreed as follows:

AMENDMENT NO. 1 TO SEPARATION AGREEMENT AND GENERAL RELEASE DATED: JANUARY 27, 2009
Separation Agreement and General Release • April 7th, 2009 • New York & Company, Inc. • Retail-women's clothing stores

WHEREAS, New York & Company, Inc. (f/k/a/ NY & Co. Group, Inc.), a Delaware corporation (“Holdings”), Lerner New York, Inc., a Delaware corporation (“Lerner,” and, together with Holdings, the “Companies”), and Ronald Ristau (“Executive” and together with the Companies, the “Parties”) previously entered into a Separation Agreement and General Release dated November 19, 2008 (the “Agreement”).

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