Exhibit
10.1

     

    EMPLOYMENT
AGREEMENT

     

    THIS
AGREEMENT is entered into, effective upon execution by the parties, by and
between Limited Brands, Inc. and The Limited Service Corporation (the
“Company”), and Martyn Redgrave (the “Executive”) (hereinafter collectively
referred to as “the parties”).

     

    WHEREAS,
the Executive is employed as a Executive Vice President — Chief Administrative
Officer of the Company and is continuing to be experienced in various phases of
the Company’s business and will possess an intimate knowledge of the business
and affairs of the Company and its policies, procedures, methods, and personnel;
and

     

    WHEREAS,
the Company has determined that it is essential and in its best interests to
retain the services of key management personnel and to ensure their continued
dedication and efforts; and

     

    WHEREAS,
this Agreement supersedes the Employment Agreement that the parties entered into
as of January 17, 2005; provided, however nothing in this Employment Agreement
shall cancel or modify any previous grant of stock options or restrictive stock
which was previously granted to the Executive or any rights to repurchase shares
represented by such grants

     

    WHEREAS,
the Compensation Committee of the Board of Directors of the Company (the
“Board”) has determined that it is in the best interests of the Company to
secure the services and employment of the Executive, and the Executive is
willing to render such services on the terms and conditions set forth
herein.

     

    NOW,
THEREFORE, in consideration of the foregoing and the respective agreements of
the parties contained herein, the parties hereby agree as follows:

     

    1.           Term.  The
term of employment under this Agreement shall be for the period commencing on
the date hereof (the “Commencement Date”) and ending on the fourth anniversary
of the Commencement Date (the “Term”); provided, however, that thereafter this
Agreement shall be automatically renewed from year to year, unless either the
Company or the Executive shall have given written notice to the other at least
ninety (90) days prior thereto that the term of this Agreement shall not be so
renewed.

     

    2.           Employment.

     

    (a)           Position.  The
Executive shall be employed as a Executive Vice President – Chief Administrative
Officer or such other position of reasonably comparable or greater status and
responsibilities, as may be determined by the Board of Directors. The Executive
shall perform the duties, undertake the responsibilities, and exercise the
authority customarily performed, undertaken, and exercised by persons employed
in a similar executive capacity. The Executive shall report to the Chairman and
Chief Executive Officer of Limited Brands. The Executive’s office shall be
located in Columbus, Ohio.

     

    (b)           Obligations.  The
Executive agrees to devote his full business time and attention to the business
and affairs of the Company. The foregoing, however, shall not preclude the
Executive from serving on corporate, civic, or charitable boards or committees
or managing personal investments, so long as such activities do not interfere
with the performance of the Executive’s responsibilities hereunder.

     

    3.           The
Company agrees to pay or cause to be paid to the Executive an annual base salary
at the rate of One Million Forty Thousand Dollars ($1,040,000), less applicable
withholding. This base salary will be subject to annual review and may be
increased from time to time by the Board considering factors such as the
Executive’s responsibilities, compensation of similar executives within the
company and in other companies, performance of the Executive, and other
pertinent factors (hereinafter referred to as the “Base Salary”). Such Base
Salary shall be payable in accordance with the Company’s customary practices
applicable to its executives.

     

    4.           Equity
Compensation.  The Executive shall be eligible for additional
future equity-based awards (if any) as may be commensurate with his position and
performance, if, when and as determined by the Compensation Committee in its
discretion. The Company agrees that with respect to future annual grants that it
will 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    recommend
to the Compensation Committee that the Executive’s grant will be targeted to
award a value equal to 1.5 times the Executive’s Base Salary.

     

    5.           Employee
Benefits.  The Executive shall be entitled to participate in
all employee benefit plans, practices, and programs maintained by the Company
and made available to senior executives generally and as may be in effect from
time to time. The Executive’s participation in such plans, practices and
programs shall be on the same basis and terms as are applicable to senior
executives of the Company generally.

     

    6.           Bonus.

     

    The
Executive shall be entitled to participate in the Company’s applicable incentive
compensation plan at a target level of One Hundred Thirty Percent (130%) of the
Executive’s Base Salary on such terms and conditions as determined from time to
time by the Board.

     

    7.           Other
Benefits.

     

    (a)           Benefits.  Except
as modified herein, the Executive shall be entitled to all of the benefits as
set forth in the Executive’s January 13, 2005 Offer Letter (“Offer
Letter”).

     

    (b)           Expenses.  Subject
to applicable Company policies, the Executive shall be entitled to receive
prompt reimbursement of all expenses reasonably incurred by him in connection
with the performance of his duties hereunder or for promoting, pursuing, or
otherwise furthering the business or interests of the Company.

     

    (c)           Office and
Facilities.  The Executive shall be provided with appropriate
offices and with such secretarial and other support facilities as are
commensurate with the Executive’s status with the Company and adequate for the
performance of his duties hereunder.

     

    8.           Paid Time Off (PTO)
Program. The Executive shall be entitled to paid time off in accordance
with the policies as periodically established by the Board for similarly
situated executives of the Company.

     

    9.           Termination.   The
Executive’s employment hereunder is subject to the following terms and
conditions:

     

    (a)           Disability.  The
Company shall be entitled to terminate the Executive’s employment after having
established the Executive’s Disability. For purposes of this Agreement,
“Disability” means a physical or mental infirmity which impairs the Executive’s
ability to substantially perform his duties under this Agreement for a period of
at least six months in any twelve-month calendar period as determined in
accordance with Limited Brands, Inc. Long-Term Disability Plan.

     

    (b)           Cause. The Company
shall be entitled to terminate the Executive’s employment for “Cause” without
prior written notice. For purposes of this Agreement, “Cause” shall mean that
the Executive (1) willfully failed to perform his material duties with the
Company (other than a failure resulting from the Executive’s incapacity due to
physical or mental illness); or (2) has plead “guilty” or “no contest” to or has
been convicted of an act which is defined as a felony under federal or state
law; or (3) engaged in willful misconduct in bad faith which could reasonably be
expected to materially harm the Company’s business or its reputation. “Cause”
shall not include acts which are cured by the Executive no later than thirty
(30) days from the date of receipt by the Executive of written notice from the
Company identifying in reasonable detail the act or acts constituting “willfully
fail[ure] to perform his duties.”

     

    The
Executive shall be given prompt written notice by the Board of termination for
Cause, such notice to state in detail the particular act or acts or failure or
failures to act that constitute the grounds on which the proposed termination
for Cause is based. The Executive shall be entitled to a hearing before the
Board or a committee thereof established for such purpose and to be accompanied
by legal counsel. Such hearing shall be held within 15 days of notice to the
Company by the Executive, provided the Executive requests such hearing within 30
days of the written notice from the Board of the termination for
Cause.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           Termination by the
Executive.  The Executive may terminate employment hereunder
for “Good Reason” by delivering to the Company (1) a Preliminary Notice of Good
Reason (as defined below), and (2) not earlier than thirty (30) days from the
delivery of such Preliminary Notice, a Notice of Termination. For purposes of
this Agreement, “Good Reason” means (i) the failure to continue the Executive in
a capacity contemplated by Section 2 hereof; (ii) any assignment to the
Executive that is materially inconsistent with the Executive’s positions,
duties, authority, responsibilities or reporting requirements as set forth in
Section 2 hereof; (iii) a reduction in or a material delay in payment of the
Executive’s total cash compensation and benefits from those required to be
provided in accordance with the provisions of this Agreement; (iv) the Company,
the Board or any person controlling the Company requires the Executive to be
based outside of the United States, other than on travel reasonably required to
carry out the Executive’s obligations under the Agreement; (v) any delivery of a
Preliminary Notice of Good Reason that is delivered by the Executive to the
Company after April 1, 2010; (vi) any other material breach of a material term
contained in this Agreement; or (vi) the failure of the Company to obtain the
assumption in writing of its obligation to perform this Agreement by any
successor to all or substantially all of the assets of the Company within 15
days after a merger, consolidation, sale, or similar transaction; provided,
however, that “Good Reason” shall not include (A) acts not taken in bad faith
which are cured by the Company in all respects not later than thirty (30) days
from the date of receipt by the Company of a written notice from the Executive
identifying in reasonable detail the act or acts constituting “Good Reason” (a
“Preliminary Notice of Good Reason”) or (B) acts taken by the Company by reason
of the Executive’s physical or mental infirmity which impairs the Executive’s
ability to substantially perform his duties under this Agreement. A Preliminary
Notice of Good Reason shall not, by itself, constitute a Notice of Termination.
Further, notwithstanding anything in the Agreement to the contrary, the Company
agrees to accept as Good reason any Preliminary Notice of Good reason delivered
pursuant to Section 9 (c)(v) above and upon said receipt to specify a
Termination Date to occur no later than six (6) months from the receipt of the
Preliminary Notice of Good Reason.

     

    (d)           Notice of
Termination.  Any purported termination for Cause by the
Company or for Good Reason by the Executive shall be communicated by a written
Notice of Termination to the other two weeks prior to the Termination Date (as
defined below). For purposes of this Agreement, a “Notice of Termination” shall
mean a notice which indicates the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated. Any termination by the Company
other than for Cause or by the Executive without Good Reason shall be
communicated by a written Notice of Termination to the other party two (2) weeks
prior to the Termination Date. However, the Company may elect to pay the
Executive in lieu of two (2) weeks written notice. For purposes of this
Agreement, no such purported termination of employment shall be effective
without such Notice of Termination.

     

    (e)           Termination Date,
Etc.  “Termination Date” shall mean in the case of the
Executive’s death, the date of death, or in all other cases, the date specified
in the Notice of Termination; provided, however, that if the Executive’s
employment is terminated by the Company due to Disability, the date specified in
the Notice of Termination shall be at least thirty (30) days from the date the
Notice of Termination is given to the Executive.

     

    
      	
               
      

            	
              10.

            	
              Compensation Upon
      Certain Terminations by the Company not Following a Change in
      Control

            


    

     

    
    

    (a)           If
during the term of the Agreement (including any extensions thereof), whether or
not following a Change in Control (as defined below), the Executive’s employment
is terminated by the Company for Cause or by reason of the Executive’s death, or
if the Executive gives written notice not to extend the term of this Agreement,
the Company’s sole obligations hereunder shall be to pay the Executive the
following amounts earned hereunder but not paid as of the Termination Date: (i)
Base Salary, (ii) reimbursement for any and all monies advanced or expenses
incurred pursuant to Section 7(b) through the Termination Date, and (iii) any
earned compensation which the Executive had previously deferred (including any
interest earned or credited thereon)(collectively, “Accrued Compensation”). The
Executive’s entitlement to any other benefits shall be determined in accordance
with the Company’s employee benefit plans then in effect.

     

    (b)           If
the Executive’s employment is terminated by the Company other than for Cause or
by the Executive for Good Reason, in each case other than during the 24-month
period immediately following a Change in Control, the Company’s sole obligations
hereunder shall be as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)           the
Company shall pay the Executive the Accrued Compensation;

     

    (ii)           the
Company shall continue to pay the Executive the Base Salary for a period of one
(1) year following the Termination Date;

     

    (iii)           in
consideration of the Executive signing a General Release, the Company shall (A)
pay the Executive any incentive compensation under the plan described in Section
6 that the Executive would have received if he had remained employed with the
Company for a period of one (1) year after the Termination Date; (B) pay the
Executive his Base Salary for one additional year after payments have ended
under Section 1O(b)(ii); (D)with respect to all performance shares of the
Company’s restricted stock that have been granted to the Executive, if the
applicable performance goals are achieved, the Executive shall be entitled to
pro rata vesting of said shares and in addition, the Executive shall also be
entitled to pro rata vesting of all shares of the Company’s restricted stock
that has been granted to the Executive. Pro rata vesting of said shares shall be
based on the number of months employed during the period of vesting;
and

     

    (iv)           provided,
however, that in the event Executive becomes entitled to any payments under
Section 10(g), the Company’s obligations to Executive under Section 10 shall
thereafter be determined solely under Section 10 (g).

     

    (c)           If
the Executive’s employment is terminated by the Company by reason of the
Executive’s Disability, the Company’s sole obligations hereunder shall be as
follows:

     

    (i)           the
Company shall pay the Executive the Accrued Compensation;

     

    (ii)           the
Executive shall be entitled to receive the applicable Base Salary continuation
rights described in the Executive’s Offer Letter, plus any disability benefits
available under the Company’s Executive Long Term Disability Plan as also
described in the Executive’s Offer Letter.

     

    (d)           If
the Executive’s employment is terminated by reason of the Company’s written
notice to the Executive of its decision not to extend the Employment Agreement
pursuant to Section 1 hereof, the Company’s sole obligation hereunder shall be
as follows:

     

    (i)           the
Company shall pay the Executive the Accrued Compensation;

     

    (ii)           the
Company shall continue to pay the Executive the Base Salary for a period of one
(1) year following the expiration of such term; and

     

    (iii)           in
consideration of the Executive signing a General Release, the Company shall (A)
pay the Executive any incentive compensation under the plan described in Section
6 that the Executive would have received if he had remained employed with the
Company for a period of one (1) year after the Termination Date; and (B) pay the
Executive his Base Salary for one additional year after payments have ended
under Section 10(d)(ii); and

     

    (e)           For
up to eighteen (18) months during the period the Executive is receiving salary
continuation pursuant to Section 10(b), 10(c) or 10(d) hereof, the Company
shall, at its expense, provide to the Executive and the Executive’s
beneficiaries medical and dental benefits substantially similar in the aggregate
to the those provided to the Executive immediately prior to the date of the
Executive’s termination of employment; provided, however, that the Company’s
obligation to provide such benefits shall cease upon the earlier of the
Executive being eligible for medical and dental benefits through another
employer or eighteen months Further, the Executive agrees if the Executive is
terminated for Good Reason pursuant to Section 9(c)(v) that the Company is
released from its obligations under Section 10(b) upon the Executive’s first day
of employment that is comparable to the compensation the Executive received from
the Company and to the positions and/or responsibilities that the Executive held
and/or performed for the Company with another employer. The Company agrees
providing consulting services and/or that serving on the board of any entity
does not constitute employment by another employer.

     

    (f)           Executive
shall not be required to mitigate the amount of any payment provided for in this
Section 10 by seeking other employment or otherwise and no such payment or
benefit shall be eliminated, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    offset or
reduced by the amount of any compensation provided to the Executive in any
subsequent employment, except as provided in Section 10(e).

     

    (g)           In
the event that (x) the Company enters into a binding agreement that, if
consummated, would constitute a Change in Control, (y) Executive’s employment is
terminated under the circumstances set forth in Section 10(b) and (z) within six
months after the execution of such agreement a Change in Control of the Company
occurs involving one or more of the other parties to such agreement, then the
Company’s sole obligations hereunder shall be as follows:

     

    (i)           the
Company shall pay to Executive a lump sum payment in cash no later than 10
business days after the Change in Control an amount equal to the sum of (A) and
(B), where (A) is the difference between (x) the Severance Amount (as defined in
Section 14(a)(ii)) and (y) the sum of the payments made to the Executive prior
to the change in Control pursuant to Section 10(b)(ii) and (B) is the difference
between (x) the Bonus Amount (as defined in the Section 14(a)(iii)) and (y) the
payments, if any, made to Executive prior to the Change in Control pursuant to
Section 10(b)(iii)(A);

     

    (ii)           the
Company shall reimburse Executive for any documented legal fees and expenses to
the extent set forth in Section 14(a)(iv);

     

    (iii)           The
Company shall make available to Executive and Executive’s beneficiaries medical
and dental benefits to the extent provided in Section 14(a)(v); and

     

    (iv)           each
of the Company and Executive shall have and be subject to, the rights, duties,
and obligations set forth in Sections 14(a) and (b).

     

    11.           Employee
Covenants.

     

    (a)           For
the purposes of this Section 11, the term “Company shall include Limited Brands,
Inc. and all of its subsidiaries and affiliates thereof.

     

    (b)           Confidentiality.  The
Executive shall not, during the term of this Agreement and thereafter, make any
Unauthorized Disclosure. For purposes of this Agreement, “Unauthorized
Disclosure” shall mean use by the Executive for his own benefit or disclosure by
the Executive to any person other than a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by the Executive of
duties as an executive of the Company or as may be legally required, of any
confidential information relating to the business or prospects of the Company
(including, but not limited to, any information and materials pertaining to any
Intellectual Property as defined below ; provided, however, that such term shall
not include the use or disclosure by the Executive, without consent, of any
publicly available information (other than information available as a result of
disclosure by the Executive in violation of this Section 11(b)). This
confidentiality covenant has no temporal, geographical or territorial
restriction, however, the parties acknowledge that unless the confidential
information constitutes a trade secret of the Company such confidential
information as a general rule ceases to be confidential after five
years.

     

    (c)           Non-Competition.  During
the Non-Competition Period described below, the Executive shall not, directly or
indirectly, without the prior written consent of the Company, own, manage,
operate, join, control, be employed by, consult with or participate in the
ownership, management, operation or control of, or be connected with (as a
stockholder, partner, or otherwise), any business, individual, partner, firm,
corporation, or other entity that competes or plans to compete, directly or
indirectly, with the Company, or any of its products; provided, however, that
the “beneficial ownership” by the Executive after termination of employment with
the Company, either individually or as a member of a “group,” as such terms are
used in Rule 13d of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two
percent (2%) of the voting stock of any publicly held corporation shall not be a
violation of Section 11 of this Agreement.

     

    The
“Non-Competition Period” means the period the Executive is employed by the
Company plus one (1) year from the Termination Date if the Executive’s
employment is terminated (i) by the Company for any reason, or (ii) by the
Executive for any reason.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything in this Agreement to the contrary, the Executive after his Termination
Date shall be allowed to serve on the board of any specialty retailer that does
not engage or plans to engage in any business activity that accounts for a
material portion of the Company’s annual sales.

     

    (d)           Non-Solicitation.
During the No-Raid Period described below, the Executive shall not directly or
indirectly solicit, induce or attempt to influence any employee to leave the
employment of the Company, nor assist anyone else in doing so. Further, during
the No-Raid Period, the Executive shall not, either directly or indirectly,
alone or in conjunction with another party, interfere with or harm, or attempt
to interfere with or harm, the relationship of the Company, with any person who
at any time was an employee, customer or supplier of the Company, or otherwise
had a business relationship with the Company.

     

    The
“No-Raid Period” means the period the Executive is employed by the Company plus
one (1) year from the Termination Date if the Executive’s employment is
terminated (I) by the Company for any reason, or (ii) by the Executive for any
reason.

     

    (e)           Intellectual
Property.  The Executive agrees that all inventions, designs
and ideas conceived, produced, created, or reduced to practice, either solely or
jointly with others, during his employment with the Company including those
developed on his own time, which relates to or is useful in the Company’s
business (“Intellectual Property”) shall be owned solely by the Company. The
Executive understands that whether in preliminary or final form, such
Intellectual Property includes, for example, all ideas, inventions, discoveries,
designs, innovations, improvements, trade secrets, and other intellectual
property. All Intellectual Property is either work made for hire for the Company
within the meaning of the United States Copyright Act, or, if such Intellectual
Property is determined not to be work made for hire, then the Executive
irrevocably assigns all rights, titles and interests in and to the Intellectual
Property to the Company, including all copyrights, patents, and/or trademarks.
The Executive agrees that he will, without any additional consideration, execute
all documents and take all other actions needed to convey his complete ownership
of the Intellectual Property to the Company so that the Company may own and
protect such Intellectual Property and obtain patent, copyright and trademark
registrations for it, The Executive also agrees that the Company may alter or
modify the Intellectual Property at the Company’s sole discretion, and the
Executive waives all right to claim or disclaim authorship. The Executive also
represents that he has not previously invented any Intellectual Property or has
advised the Company in writing of any prior inventions or ideas.

     

    (f)           Remedies.  The
Executive agrees that any breach of the terms of this Section 11 would result in
irreparable injury and damage to the Company for which the Company would have no
adequate remedy at law; the Executive therefore also agrees that in the event of
said breach or any threat of breach, the Company shall be entitled to an
immediate injunction and restraining order to prevent, such breach and/or
threatened breach and/or continued breach by the Executive and/or any and all
persons and/or entities acting for and/or with the Executive, without having to
prove damages. The terms of this paragraph shall not prevent the Company from
pursuing any other available remedies for any breach or threatened breach
hereof, including but not limited to the recovery of damages from the Executive.
The Executive and the Company further agree that the provisions of the covenants
not to compete and solicit are reasonable and that the Company would not have
entered into this Agreement but for the inclusion of such covenants herein. The
parties agree that the prevailing party shall be entitled to all costs and
expenses, including reasonable attorneys’ fees and costs, in addition to any
other remedies to which either may be entitled at law or in equity. Should a
court determine, however, that any provision of the covenants is unreasonable,
either in period of time, geographical area, or otherwise, the parties hereto
agree that the covenant should be interpreted and enforced to the maximum extent
which such court deems reasonable.

     

    The
provisions of this Section 11 shall survive any termination of this Agreement,
and the existence of any claim or cause of action by the Executive against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants and agreements of
this Section 11; provided, however, that this paragraph shall not, in and of
itself, preclude the Executive from defending himself against the enforceability
of the covenants and agreements of this Section 11.

     

    12.           Employee
Representation. The Executive expressly represents and warrants to the
Company that the Executive is not a party to any contract or agreement and is
not otherwise obligated in any way, and is not subject to any rules or
regulations, whether governmentally imposed or otherwise, which will or may


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    restrict
in any way the Executive’s ability to fully perform the Executive’s duties and
responsibilities under this Agreement.

     

    13.           Change in
Control.

     

    (a)           For
purposes of this Section 13, “Company” shall mean Limited Brands, Inc., a
Delaware corporation.

     

    (b)           For
purposes of this Agreement “Change in Control” means, and shall be deemed to
have occurred upon the first to occur of any of the following
events:

     

    (i)           Any
Person (other than an Excluded Person) becomes, together with all “affiliates”
and “associates” (each as defined under Rule 12b-2 of the Exchange Act),
“beneficial owner” (as defined under Rule 13d-3 of the Exchange Act)of
securities representing 33% or more of the combined voting power of the Voting
Stock then outstanding, unless such Person becomes “beneficial owner” of 33% or
more of the combined voting power of the Voting Stock then outstanding solely as
a result of an acquisition of Voting Stock by the Company which, by reducing the
Voting Stock outstanding, increases the proportionate Voting Stock beneficially
owned by such Person (together with all “affiliates” and “associates” of such
Person) to 33% or more of the combined voting power of the Voting Stock then
outstanding; provided, that if a Person shall become the “beneficial owner” of
33% or more of the combined voting power of the Voting Stock then outstanding by
reason of such Voting Stock acquisition by the Company and shall thereafter
become the “beneficial owner” of any additional Voting Stock which causes the
proportionate voting power of Voting Stock beneficially owned by such Person to
increase to 33% or more of the combined voting power of the Voting Stock then
outstanding, such Person shall, upon becoming the “beneficial owner” of such
additional Voting Stock, be deemed to have become the “beneficial owner” of 33%
or more of the combined voting power of the Voting Stock then outstanding other
than solely as a result of such Voting Stock acquisition by the
Company;

     

    (ii)           During
any period of 24 consecutive months individuals who at the beginning of such
period constitute the Board (and any new Director, whose election by the Board
or nomination for election by the Company’s stockholders was approved by a vote
of at least two-thirds of the Directors then still in office who either were
Directors at the beginning of the period or whose election or nomination for
election was so approved), cease for any reason to constitute a majority of
Directors then constituting the Board;

     

    (iii)           A
reorganization, merger or consolidation of the Company is consummated, in each
case, unless, immediately following such reorganization, merger or
consolidation, (i) more than 50% of, respectively, the then outstanding shares
of common stock of the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the “beneficial
owners” of the Voting Stock outstanding immediately prior to such
reorganization, merger or consolidation, (ii) no Person (but excluding for this
purpose any Excluded Person and any Person beneficially owning, immediately
prior to such reorganization, merger or consolidation, directly or indirectly,
33% or more of the voting power of the outstanding Voting Stock) beneficially
owns, directly or indirectly, 33% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such reorganization,
merger or consolidation or the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization, merger or
consolidation were members of the Board at the time of the execution of the
initial agreement providing for such reorganization, merger or
consolidation;

     

    (iv)           The
consummation of (i) a complete liquidation or dissolution of the Company or (ii)
the sale or other disposition of all or substantially all of the assets of the
Company, other than to any corporation with respect to which, immediately
following such sale or other disposition, (A) more than 50% of, respectively,
the then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the “beneficial owners” of the Voting Stock outstanding
immediately prior to such sale or other disposition of assets, (B) no Person
(but excluding for this purpose any Excluded Person and any Person beneficially
owning, immediately prior to such sale or other disposition, directly or
indirectly, 33% or more of the voting power of the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    outstanding
Voting Stock) beneficially owns, directly or indirectly, 33% or more of,
respectively, the then outstanding shares of common stock of such corporation or
the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors of such corporation
were members of the Board at the time of the execution of the initial agreement
or action of the Board providing for such sale or other disposition of assets of
the Company; or

     

    (v)           The
occurrence of any transaction or event that the Board, in its sole discretion,
designates a “Change in Control”.

     

    Notwithstanding
the foregoing, in no event shall a “Change in Control” be deemed to have
occurred (i) as a result of the formation of a Holding Company, or (ii) with
respect to an Executive, if Executive is part of a “group,” within the meaning
of Section 13(d)(3) of the Exchange Act as in effect on the Effective Date,
which consummates the Change in Control transaction. In addition, for purposes
of the definition of “Change in Control” a Person engaged in business as an
underwriter of securities shall not be deemed to be the “beneficial owner” of,
or to “beneficially own,” any securities acquired through such Person’s
participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition. “Excluded Person”
shall mean (i) the Company; (ii) any of the Company’s Subsidiaries; (iii) any
Holding Company; (iv) any employee benefit plan of the Company, any of its
Subsidiaries or a Holding Company; or (v) any Person organized, appointed or
established by the Company, any of its Subsidiaries or a Holding Company for or
pursuant to the terms of any plan described in clause (iv). “Person” shall mean
any individual composition, partnership, limited liability company,
associations, trust or other entity or organization. “Holding Company” shall
mean an entity that becomes a holding company for the Company or its businesses
as a part of any reorganization, merger, consolidation or other transaction,
provided that the outstanding shares of common stock of such entity and the
combined voting power of the then outstanding voting securities of such entity
entitled to vote generally in the election of directors is, immediately after
such reorganization, merger, consolidation or other transaction, beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the “beneficial owners”, respectively, of the Voting Stock
outstanding immediately prior to such reorganization, merger, consolidation or
other transaction in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger, consolidation or other
transaction, of such outstanding Voting Stock. “Voting Stock” shall mean
securities of the Company entitled to vote generally in the election of members
of the Company’s Board of Directors.

     

    
      	
               
      

            	
              14.

            	
              Compensation Upon
      Certain Terminations During the 24-Month Period Following a Change in
      Control

            


    

     

    
    

    (a)           If
the Executive’s employment is terminated by the Company other than for Cause or
by the Executive for Good Reason, in each case during the 24 consecutive month
period immediately following a Change in Control, the Company’s sole obligations
hereunder subject to the Executive’s execution of a General Release, shall be as
follows:

     

    (i)           the
Company shall pay the Executive the Accrued Compensation;

     

    (ii) the
Company shall pay the Executive a lump sum payment in cash no later than ten
business days after the Termination Date an amount equal to two times
Executive’s Base Salary (the “Severance Amount”);

     

    (iii)           the
Company shall pay the Executive a lump sum payment in cash no later than ten
(10) business days after the date of termination an amount equal to the sum of
the last four (4) bonus payments the Executive received under the Company’s
incentive compensation plan described in Section 6 and a pro-rata amount for the
season in which the Executive’s employment is terminated based on the average of
the prior four (4) bonus payments and the number of days the Executive is
employed during such season (the “Bonus Amount”);

     

    (iv)           the
Company shall reimburse the Executive for all documented legal fees and expenses
reasonably incurred by the Executive in seeking to obtain or enforce any right
or benefit provided by this Section 14; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (v)           the
Company shall provide the Executive and Executive’s beneficiaries medical and
dental benefits substantially similar to those which the Executive was receiving
immediately prior to the date of termination for a period of eighteen (18)
months after the Termination Date; provided however, that the Company’s
obligation with respect to the foregoing medical and dental benefits shall cease
in the event Executive becomes employed.

     

    (b)           Except
as provided in Section 14(a)(v), the Executive shall not be required to mitigate
the amount of any payment provided for in this Section 14 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit provided
for in this Section 14 be reduced by any compensation earned by the Executive as
the result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Executive to the Company, or
otherwise.

     

    15.           Successors and
Assigns.

     

    (a)           This
Agreement shall be binding upon and shall inure to the benefit of the Company,
its successors and assigns, and the Company shall require any successor or
assign to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession or assignment had taken place. The term “the Company” as
used herein shall include any such successors and assigns to the Company’s
business and/or assets. The term “successors and assigns” as used herein shall
mean a corporation or other entity acquiring or otherwise succeeding to,
directly or indirectly, all or substantially all the assets and business of the
Company (including this Agreement) whether by operation of law or
otherwise.

     

    (b)           Neither
this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Executive, the Executive’s beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executives
legal personal representative.

     

    16.           Arbitration.  Except
with respect to the remedies set forth in Section 11(f) hereof, any controversy
or claim between the Company or any of its affiliates and the Executive arising
out of or relating to this Agreement or its termination shall be settled and
determined by a single arbitrator whose award shall be accepted as final and
binding upon the parties. The American Arbitration Association, under its
Employment Arbitration Rules, shall administer the binding arbitration. The
arbitration shall take place in New York, New York. The Company and the
Executive each waive any right to a jury trial or to a petition for stay in any
action or proceeding of any kind arising out of or relating to this Agreement or
its termination and agree that the arbitrator shall have the authority to award
cost and attorney fees to the prevailing party.

     

    17.           Notice.  For
the purposes of this Agreement, notices and all other communications provided
for in the Agreement (including the Notice of Termination) shall be in writing
and shall be deemed to have been duly given when personally delivered or sent by
registered or certified mail, return receipt requested, postage prepaid, or upon
receipt if overnight delivery service or facsimile is used, addressed as
follows:

     

    To the
Executive:

    Martyn
Redgrave

    c/o Frank
Vogl

    Best &
Flanagan LLP

    225 South
Sixth Street #4000

    Minneapolis,
Minnesota 55402

     

    To the
Company:

    Limited
Brands, Inc.

    Three
Limited Parkway

    Columbus,
Ohio 43230

    Attn:
Secretary

     

    18.           Settlement of
Claims.  The Company’s obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any circumstances, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    including,
without limitation, any set-off, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or others.

     

    19.           Miscellaneous.  No
provision of this Agreement may be modified, waived, or discharged unless such
waiver, modification, or discharge is agreed to in writing and signed by the
Executive and the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreement or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. The Company
and the Executive agree to use commercially reasonable efforts to prevent the
imposition of liability on the Executive under Code Section 409A(a)(l), but if
any liability is imposed despite such efforts, the Company shall pay the amount
of such liability.

     

    20.           Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Ohio without giving effect
to the conflict of law principles thereof.

     

    21.           Severability.  The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.

     

    22.           Entire Agreement.
This Agreement along with the Executive’s Offer Letter constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, if any, understandings and arrangements,
oral or written, between the parties hereto with respect to the subject matter
hereof. The parties agree that if there are any conflicts or inconsistencies
between the Offer Letter, this Agreement and any other benefit plan or agreement
the more favorable term(s) shall be applied to the Executive.

     

    IN WITNESS
WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer and the Executive has executed this Agreement as of the day
and year first above written.

     

    


    
      	 	
              LIMITED
      BRANDS, INC.

            
	 	 
	 	 
	 	
              By:

            	
              
                /s/
      Leslie Wexner

              

            	 	
              
                6/2/2008

              

            
	 	 
      	
              Name:

            	
              Leslie
      Wexner

            	 	
              Date

            
	 	 
      	
              Title:

            	
              Chairman
      of the Board

            	 	 
      


    

    


    


    
      	 	
              
                /s/
      Martyn Redgrave

              

            	 	
              
                5/23/2008

              

            
	 	
              Martyn
      Redgrave

            	 	
              Date