Attached files
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EX-10.1 - DRESS BARN INC | v182781_ex10-1.htm |
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): April 23,
2010
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THE DRESS BARN,
INC.
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(Exact
name of registrant as specified in its charter)
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Connecticut
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(State
or other Jurisdiction of
Incorporation)
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0-11736
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06-0812960
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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30
Dunnigan Drive, Suffern, New York
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10901
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (845) 369-4500
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April
23, 2010, Tween Brands, Inc. (“Tween”), a wholly-owned subsidiary of The Dress
Barn, Inc. (the “Company”), entered into an amended and restated employment
agreement (the “Employment Agreement”) with Michael W. Rayden, Chief Executive
Officer of Tween. The Company is also a party to the Employment
Agreement, but solely with respect to certain provisions, including provisions
involving equity compensation, long term incentive bonuses and performance
bonuses.
The
Employment Agreement supersedes and replaces the Employment Agreement between
Mr. Rayden and Tween, effective as of December 3, 2008, the Executive Agreement
between Mr. Rayden and Tween, effective as of December 3, 2008 (the “Prior
Executive Agreement”), and the Letter Agreement between Mr. Rayden and the
Company dated June 24, 2009 (collectively, the “Prior Agreements”) in their
entirety. The Employment Agreement is intended to set forth the
continuing terms of Mr. Rayden’s employment with Tween in a single document,
preserve Mr. Rayden’s rights and entitlements under the Prior Agreements, and
make certain changes to the terms of Mr. Rayden’s employment with Tween that are
designed, among other things, to incentivize and retain Mr.
Rayden. The key changes are as described below.
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·
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Equity
Grants. The Employment Agreement provides that Mr.
Rayden is eligible to receive equity compensation as determined by the
Compensation and Stock Incentive Committee of the Board of Directors of
the Company (the “Compensation Committee”), in its sole discretion,
including an annual equity award in the form determined by the
Compensation Committee which will have the same value as any annual equity
award made in the normal course to the Chief Executive Officer of the
Company. In addition, Mr. Rayden is entitled to
accelerated vesting of his restricted stock and continued vesting of his
options upon termination pursuant to his satisfaction of the Company’s
“Rule of 75” Policy (i.e., age plus service,
taking into account service with Tween, equals 75) on March 25,
2010.
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·
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LTIP
Bonus. Mr. Rayden is eligible to participate in The
Dress Barn, Inc. Long Term Incentive Plan (the “LTIP”) with a target bonus
equal to 120% of base salary, provided that the payout, if any, under the
LTIP for the initial period from January 24, 2010 through July 31, 2010
will be multiplied by thirty over thirty-six (30/36). Any
amounts payable to Mr. Rayden under the LTIP will be made in the form of
restricted shares of the Company, which restricted shares will be fully
vested on the date of grant in accordance with Mr. Rayden’s satisfaction
of the Rule of 75 Policy.
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·
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Performance
Bonus. Mr. Rayden is eligible to receive a long
term performance-based bonus in an amount equal to 10% of the sum of
Tween’s positive incremental and negative decremental actual EBITDA
performance versus target EBITDA goals (as approved by the Compensation
Committee) over each semi-annual period occurring in the five and one-half
year performance period (all of which semi-annual target EBITDA goals for
such five and one-half year performance period have already been approved
by the Compensation Committee), or if shorter, the duration of Mr.
Rayden’s employment, which bonus is payable upon completion of the
applicable performance period.
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·
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Severance;
Restrictive Covenants. Consistent with the Prior
Executive Agreement, upon any termination of Mr. Rayden’s employment,
other than a termination by Tween for “Cause” (as defined in the
Employment Agreement), Mr. Rayden is entitled to a lump sum payment in the
amount of $9,106,365 (the “Severance Payment”), subject to his execution
of a release. The Severance Payment reflects the value of the
cash severance amounts and other termination benefits payable to Mr.
Rayden under the Prior Executive Agreement, and will, upon Mr. Rayden’s
qualifying termination, be held in a rabbi trust until the six month
anniversary of Mr. Rayden’s termination date, or if earlier, his death (at
which time Mr. Rayden will be entitled to receive the amount held in
trust, any earnings thereon, and the difference between such earnings and
$400,000). Upon Mr. Rayden’s termination of employment for any
reason, including as a result of non-renewal, Mr. Rayden is subject to
certain restrictive covenants, including two-year non-competition and
non-solicitation restrictive
covenants.
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·
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Benefits. Consistent
with the Prior Agreements, Mr. Rayden will be entitled to participate in
benefit plans, practices and programs maintained by Tween and made
available to similarly situated executives generally from time to
time. In addition, for the duration of the term of the
Employment Agreement, Mr. Rayden will continue to be entitled to limited
use of Tween’s aircraft, subject to the terms and conditions disclosed in
Tween’s proxy statement filed April 4,
2009.
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·
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Other
Provisions. The other provisions of the Employment
Agreement, including the term of the Employment Agreement, the base salary
and certain other provisions, are consistent with the Prior Agreements
(which have not expired, and, but for the Employment Agreement, would
continue in full force and effect).
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The
foregoing description of the Employment Agreement is only a summary and is
qualified in its entirety by reference to the Employment Agreement, a copy of
which is attached as Exhibit 10.1 hereto and incorporated by reference into
this Item 5.02.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits:
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10.1
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Employment
Agreement, effective April 23, 2010, by and between Tween Brands, Inc. and
Michael W. Rayden.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
THE DRESS
BARN, INC.
(Registrant)
Date: April
29, 2010
/s/ Armand Correia
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Armand
Correia
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Executive
Vice President and Chief Financial Officer
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(Principal
Financial and Accounting
Officer)
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