EX-10.1






Exhibit 10.1




June 13, 2008




Kenneth T. Stevens

7309 Lambton Park Road

New Albany, Ohio 43054




Dear Ken:




This Letter Agreement will serve to specify the terms of your separation from Tween Brands, Inc.
(“Tween Brands” or the “Company” (formerly Too, Inc.)). Except as set forth below, (a) all terms
and conditions of your Employment Agreement dated January 29, 2007 between you and the Company (the
“Employment Agreement”) remain in force and (b) to the extent of any disagreement between this
Letter Agreement and the Employment Agreement, the Employment Agreement shall control. Any
capitalized word or term used but not defined in this Letter Agreement has the meaning given to it
in the Employment Agreement.




	1.	 	June 27, 2008 shall be your “Termination Date.” Between now and the Termination Date, you
will continue as President and Chief Operating Officer of the Company. The Termination Date
will be your final date of employment with the Company and, on such date, you shall incur a
“separation from service,” as that term is defined in Section 409A of the Internal Revenue
Code of 1986, as amended. The pay and benefits you currently receive as President and Chief
Operating Officer shall continue through the Termination Date.






	2.	 	You shall cease to be an officer of the Company and any of its affiliates on the Termination
Date. You will also cease acting as Principal Financial Officer and Principal Accounting
Officer of the Company on the Termination Date.






	3.	 	You have submitted a letter of resignation to the Company’s Board of Directors (the
“Board”) dated June 11, 2008. Your resignation from the Board would be effective June
27, 2008.






	4.	 	The termination of your employment will be treated on the Termination Date as a Voluntary
Termination by Executive without Good Reason under Paragraph 11(a) of the Employment
Agreement entitling you to the




 









 






	 	 	compensation and benefits set forth in Paragraph 11(a) of the Employment Agreement.
In addition, the Company agrees to pay you within five (5) business days of the
date this Letter Agreement becomes irrevocable the amount of four hundred thousand
dollars ($400,000) minus applicable taxes and fees.






	5.	 	The Company agrees to reimburse you for legal fees you may incur associated with the
negotiation of this Letter Agreement up to a maximum total amount of five thousand dollars
($5,000). You will receive this payment after you submit to the Company appropriate
documentation of these legal fees and within sixty (60) days of the date this Letter Agreement
becomes irrevocable.






	6.	 	The Company agrees to reduce the “Non-Competition Period” outlined in Paragraph 12(b) of the
Employment Agreement and the “No-Raid Period” outlined in Paragraph 12(c) of the Employment
Agreement from two years to a period of one year from the Termination Date.






	7.	 	Neither you nor any officer, director or any authorized spokesperson of the Company will
state or otherwise publish anything about the other party which would adversely affect the
reputation, image or business relationships and goodwill of the other party in its/his market
and community at large.






	8.	 	The sums of money and conditions set forth as specified in paragraphs (4), (5) and (6) of
this Letter Agreement represent any and all termination pay, back pay, wages, vacation pay,
damages (liquidated or unliquidated), benefits, attorneys‘’ fees, costs, interest or
other monies to which you may now be entitled from the Company. In the event of your death
prior to the payment of such amounts to you, the compensation and benefits you are entitled to
receive under this Letter Agreement will inure to the benefit of your heirs.






	9.	 	Except for your rights under this Letter Agreement, you acquit, release and forever
discharge, the Company, its affiliates, and all of their past, present and future officers,
directors, agents, employees and shareholders, of and from all, and in all manner of, actions
and causes of action, suits, debts, claims and demands whatsoever, in law or in equity, which
you ever had or may now have, through the date of your execution of this Letter Agreement,
with respect to any aspect of your employment by, or termination of employment from, the
Company and with respect to any other agreement, under other federal, state or local law with
respect to age, race, sex, and other forms of employment discrimination, breach of contract,
tort or other federal, state and local laws relating to employment and its termination.




 









 












	10.	 	Except for its rights under this Letter Agreement, the Company acquits, releases and forever
discharges you of and from all, and in all manner of, actions and causes of action, suits,
debts, claims and demands whatsoever, in law or in equity, which it ever had or may now have,
through the date of your execution of this Letter Agreement, with respect to any aspect of
your employment by, or termination of employment from, the Company.






	11.	 	You hereby certify that you are not aware of any weakness, compliance issue or accounting
issues that have not been previously disclosed to the Company’s Chief Executive Officer or
have been specifically identified and recognized as an issue in the Sarbanes-Oxley Section 404
process.






	12.	 	You agree to make yourself available for testimony at any proceeding and/or consultation with
the Company’s attorneys, and to cooperate fully during any investigation with respect
to any pending or future litigation that involves you and/or the Company because of your past
role with the Company or about which you have knowledge or information. The Company agrees to
pay you in full all reasonable expenses associated therewith. Such payment to be made to you
within five (5) business days of the date on which you submit to the Company appropriate
documentation of such expenses.






	13.	 	The Company will indemnify you and hold you harmless against any and all liability
(including, without limitation, reasonable attorneys’ fees) to the fullest extent
permitted by the laws of Delaware as they may exist from time to time for any claim brought
against the Company, any of its affiliates or you, either individually or as a member of the
Board, with regard to any event, action or inaction that occurred during your employment with
the Company or during your tenure on the Board.






	14.	 	If the terms are acceptable, please execute and return a signed copy of this Letter
Agreement. You understand that you should discuss any concerns you may have with your lawyer
before executing this Letter Agreement. By law, after you sign this Letter Agreement you have
seven (7) days from that date in which you can change your mind and revoke it. To revoke this
Letter Agreement, you must deliver a written revocation to the Senior Vice President Human
Resources at Tween Brands, Inc., 8323 Walton Parkway, New Albany, OH 43054 by 5:00 p.m. on or
before the seventh day following the date you sign this Letter Agreement.






	15.	 	You and the Company agree that this Letter Agreement can only be amended by a writing signed
by both you and the Company and that this Letter serves to fulfill any and all notice
provisions in the Employment Agreement, pursuant to Paragraphs 10(g), 11(a) or otherwise.




 









 











Thank you for the many valuable contributions you have made to the Company and I wish you great
success in the future.



Sincerely,




/s/ Michael W. Rayden




Michael W. Rayden

Chairman and Chief Executive Officer




Agreed to and accepted:




	 	 	 	 	 
	 	 	 
	 	/s/ Kenneth T. Stevens
 	 
	 	Kenneth T. Stevens