Exhibit
10.1    Ms. Leslie Goldmann  Re:  Letter Agreement of Employment  Dear Leslie:  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.  1.Nature
of Agreement and Relationship.This Agreement does not represent an
employment contract for any specified term. 
Your employment relationship thus will remain at-will, meaning that,
subject to the terms hereof, either party to this Agreement may terminate the
employment relationship at any time for any lawful reason.  2.Job Title and Duties.Your job
title will be EVP, Merchandising and member of the Executive Committee.  You will be expected to devote all of your
full time efforts to the performance of the duties and responsibilities
normally associated with this position, including those from time-to-time that
may be assigned to you by your Supervisor, the President, the Chief Executive
Officer, the Chief Operating Officer or the Board of Directors of the Company
(or the designee of any of the foregoing).  3.Salary.For the 12-month
period ending on the last Saturday of each January (the last day of the
fiscal year), you will receive a base salary at the rate of $550,000per annum (Base Salary), subject to the remaining
provisions of this Section.   For the
remainder of the current fiscal year starting on the date of this Agreement,
your Base Salary will be pro rated based on the number of days remaining in
such fiscal year divided by 365.  At the
Companys sole discretion, your Base Salary may be increased or decreased based
on your performance and the performance of the business.  You will be paid in accordance with the
Companys normal payroll policies and practices, with all applicable deductions
being withheld from your paychecks.  4.Bonus.You will
be eligible to participate in the Companys then current bonus plan, in accordance
with its terms and conditions, and to receive performance-based bonuses
pursuant to any formula that may be established.  For the Companys current fiscal year, your
bonus target for the spring bonus (relating to the Companys results for the
first and second fiscal quarters of each fiscal year) will be 21% of your Base
Salary; for the fall bonus (relating to the Companys results for the third and
fourth fiscal quarters of each fiscal year) will be 27%of
your Base Salary; and for the annual bonus (relating to the Companys results
for the fiscal year) will be 12% of your Base Salary.  Any amount payable in respect of the spring
bonus will be paid in the calendar month immediately following the end of the
applicable performance period to which that bonus relates.  Any amount payable in respect of the fall or
the annual bonus will be paid within two and one-half months following the end
of the applicable performance period to which that bonus relates.  All bonuses are determined at the Companys
sole discretion, and the Company has the sole discretion to modify or terminate
any bonus plan and that plan will govern your right, if any, to a bonus payment
upon termination of your employment.  5.Stock Options and Other
Long-Term Incentives.You will be eligible to receive awards under
stock option, restricted stock or other equity-based long-term incentive  1


plans established by the
Company (or an Affiliate) that cover executive officers of the Company.  The term Affiliate means any
corporation, partnership, limited liability company or other entity (other than
the Company) that controls or is controlled by the Company, whether directly or
indirectly, such as a parent company or subsidiary.  All equity awards described in this paragraph
are determined at the Companys sole discretion, and the Company has the sole
discretion to modify or terminate any stock option, restricted stock or other
equity-based long-term incentive plan and that plan will govern your rights, if
any, relating to any equity award(s) you have received, or may be entitled
to receive, upon termination of your employment.  6.Employee Benefits.You will be
entitled to participate in all employee benefits 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 Benefits Plans).  Your participation in the Benefits Plans will
be on the same basis and terms as are applicable to senior executives of the
Company generally.  Benefits Plans
include, but are not limited to, savings and retirement plans, deferred
compensation, health and prescription drug benefits, disability benefits, other
insurance programs, vacation and other leave, merchandise discounts and
business expense procedures.  Plan
documents setting forth terms of certain of the Benefits Plans are available
upon request, which plan documents control all questions of interpretation
concerning applicable Benefits Plans, including your rights, if any, upon
termination of your employment.  The
Benefits Plans are subject to modification or termination by the Company at any
time, at its sole discretion, in accordance with their terms.  7.Severance Pay.Upon your
termination of employment by the Company and all Affiliates without Cause (as
defined below) or your resignation for Good Reason (as defined below), but
subject to your performance of all post-employment obligations set forth in
this Agreement, you will be entitled to receive severance pay for twelve (12)
months at your final Base Salary (Severance Pay), beginning the first
pay period following your separation date and ending upon the earlier of:  (i)  your receipt of 52such payments (such number of payments to be adjusted if
any change is made to the frequency of regularly scheduled payroll dates) or (ii) your
first day of employment with another employer, whichever is earlier.  The Severance Pay shall be
conditioned upon your execution and delivery to the Company of a general
release of claims in favor of the Company in a form reasonably satisfactory to
the Company.  Such release shall be
executed and delivered (and no longer subject to revocation, if applicable)
within sixty (60) days following your termination of employment.  If you fail to execute such release as
provided above, you shall forfeit all of your rights to receive the Severance
Pay.If you obtain employment at an annual salary that is
lower than your final Base Salary, you will continue to receive the
differential between the two rates of pay for the balance of the 52 weeks. This
Severance Pay, which will be subject to applicable deductions required by law,
will be paid on the Companys regular payroll dates as in effect on the date of
each such payment for the balance of the Severance Periodfollowing
your termination date, as outlined above. 
For purposes of this Agreement, Cause meansthe occurrence
of any of the following:  (i) your
willful failure to perform your duties to the Company (other than as a result
of death or a physical or mental incapacity); (ii) your commission of,
indictment for, conviction of, or plea of guilty or nolo contendere
to, a felony (regardless of the nature of the felony) or any other crime
involving dishonesty, fraud or moral turpitude; (iii) your gross
negligence or willful misconduct (including, but not limited to, acts of fraud,
criminal activity, professional misconduct, dishonesty, or breach of trust or
other fiduciary duty) in connection with the performance of your duties and
responsibilities to the Company or with regard to the Company or its assets; (iv) your
failure to comply with the written rules and policies of the Company
governing employee conduct or with the lawful directives of the Board of
Directors of the Company or a more senior executive of the Company; or (v) your
breach of this Agreement or any obligation under any non-disclosure, non-solicitation,
non-competition or other restrictive covenant, employment or any other
agreement with the Company.  Any determination of Cause will be made in
the good-faith discretion of the Company.  For the purpose of this
Agreement,you shall
have Good Reason to resign as a result of the existence or occurrence of one
or more of the following conditions or events: (i) you are demoted to a
position not comparable to EVP, Merchandising; (ii) you are no longer a
member of the  2


Executive Committee; or (iii) a change in
geographic location at which you must provide the services that is greater than
fifty (50) miles from Manhattan, other than on travel reasonably required to
carry out your duties; provided that no Good Reason shall exist unless (A) you
have given written notice to the Company within thirty (30) days of the initial
existence of the Good Reason condition(s) or event(s), such notice to
provide specific details of such condition(s) or events(s),and (B) the Company has failed to
cure each such condition or event withinthirty
(30) days after receiving such notice.  8.Code Section 409A
Compliance.  8.1It is the
Companys intent that compensation and benefits to which you are entitled under
this Agreement not be treated as nonqualified
deferred compensation under Section 409A of the Internal Revenue Code of
1986, as amended, and the treasury regulations and other official guidance
promulgated thereunder (Code Section 409A), and that any
ambiguities in the construction of this Agreement be interpreted in order to
effectuate such intent.  In the event
that the Company determines, in its sole discretion, that any compensation or
benefits to which you are entitled under this Agreement could be treated as nonqualified
deferred compensation under Code Section 409A unless this Agreement is
amended or modified, the Company may, in its sole discretion, amend or modify
this Agreement without obtaining any additional consent from you, so long as
such amendment or modification does not materially affect the net present value
of the compensation or benefits to which you otherwise would be entitled under
this Agreement.  8.2A termination
of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or
benefits upon or following a termination of employment unless such termination
is also a separation from service within the meaning of Code Section 409A
and, for purposes of any such provision of this Agreement, references to a termination,
termination of employment or like terms shall mean separation from service.  If you are deemed on the date of termination
to be a specified employee within the meaning of that term under Code Section 409A(a)(2)(B),
then with regard to any payment or the provision of any benefit that is
considered nonqualified deferred compensation under Code Section 409A
payable on account of a separation from service, such payment or benefit
shall be made or provided at the date which is the earlier of (a) the
expiration of the six (6)-month period measured from the date of your separation
from service, and (b) the date of your death (the Delay Period).  Upon the expiration of the Delay Period, all
payments and benefits delayed pursuant to this Section (whether they would
have otherwise been payable in a single sum or in installments in the absence
of such delay) shall be paid or reimbursed to you in a lump sum, and any
remaining payments and benefits due under this Agreement shall be paid or
provided in accordance with the normal payment dates specified for them herein.  8.3If a general
release of claims, as contemplated under Section 7 hereof, is executed and
delivered (and no longer subject to revocation) in the manner provided in said Section 7,
then the following shall apply:  (a)To the extent
that the Severance Pay is not nonqualified deferred compensation for purposes
of Code Section 409A, then the Severance Pay shall commence upon the first
scheduled payment date immediately following the date that the release is
executed, delivered and no longer subject to revocation (the Release
Effective Date).  The first such
cash payment shall include payment of all amounts that otherwise would have
been due prior to the Release Effective Date under the terms of this Agreement
applied as though  3


such payments commenced
immediately upon your termination of employment, and any payments made
thereafter shall continue as provided herein.  (b)To the extent
that the Severance Pay is nonqualified deferred compensation for purposes of
Code Section 409A, then such payments or benefits shall be made or
commence upon the sixtieth (60th) day following your termination of
employment.  The first such cash payment
shall include payment of all amounts that otherwise would have been due prior
thereto under the terms of this Agreement had such payments commenced
immediately upon your termination of employment, and any payments made
thereafter shall continue as provided herein.  8.4For purposes of
compliance with Code Section 409A, (a) all expenses or other
reimbursements hereunder shall be made on or prior to the last day of the
taxable year following the taxable year in which such expenses were incurred by
you, (b) any right to reimbursement or in-kind benefits is not subject to
liquidation or exchange for another benefit, and (c) no such
reimbursement, expenses eligible for reimbursement, or in-kind benefits
provided in any taxable year shall in any way affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year.  8.5For purposes of
Code Section 409A, your right to receive any installment payments pursuant
to this Agreement shall be treated as a right to receive a series of separate
and distinct payments.  8.6In no event
shall any payment under this Agreement that constitutes nonqualified deferred
compensation for purposes of Code Section 409A be subject to offset by
any other amount unless otherwise permitted by Code Section 409A.  8.7In no event
whatsoever shall the Company be liable for any additional tax, interest or
penalty that may be imposed on you by Code Section 409A or damages for
failing to comply with Code Section 409A.  9.Confidential Information,
Intellectual Property.  9.1Confidentiality. 
You agree not to disclose, distribute, publish, communicate or in any
way cause to be disclosed, distributed, published, or communicated in any way
or at any time, Confidential Information (as defined herein), or any part of
Confidential Information, to any person, firm, corporation, association, or any
other operation or entity except on behalf of the Company in performance of
your duties and responsibilities for the Company, and then only in a fashion
consistent with protecting the Confidential Information from unauthorized use
or disclosure, except as otherwise approved by the Company.  You further agree not to use or permit the
reproduction of any Confidential Information except on behalf of the Company in
your capacity as an employee of the Company. 
You agree to take all reasonable care to avoid the unauthorized
disclosure or use of any Confidential Information.  You assume responsibility for and agree to
indemnify and hold harmless the Company from and against any disclosure or use
of the Confidential Information in violation of this Agreement.  9.2Confidential Information. 
For the purpose of this Agreement, Confidential Information shall mean
any written or unwritten information which relates to or is used in the Companys
business (including, without limitation, information related to the names,
addresses, buying habits and other special information regarding past, present
and potential customers, employees and suppliers of the Company;  4


customer and supplier
contracts and transactions or price lists of the Company and suppliers; all
agreements, files, books, logs, charts, records, studies, reports, processes,
schedules and statistical information relating to the Company; all products,
services, programs and processes sold, and all computer software licensed or
developed by the Company; data, plans and specifications related to present or
future development projects of the Company; financial or marketing data
respecting the conduct of the present or future phases of business of the
Company; computer programs, computer- or web-based training programs, systems
or software; ideas, inventions, trademarks, business information, know-how,
processes, techniques, improvements, designs, redesigns, creations, discoveries
and developments of the Company; and finances and financial information of the
Company) which the Company deems confidential and proprietary, which is
generally not known to others outside the Company, or which gives or tends to
give the Company a competitive advantage over persons who do not possess such
information or the secrecy of which is otherwise of value to the Company in the
conduct of its business regardless of when and by whom such information was
developed or acquired, and regardless of whether any of these are described in
writing, copyrightable or considered copyrightable, patentable or considered
patentable.  Confidential Information
shall not include general industry information or information which is publicly
available or otherwise known to those persons outside the Company working in
the area of the business of the Company or is otherwise in the public domain
without breach of this Agreement, any information located on your rolodex
(whether paper or electronic), or information which you have lawfully acquired
without an obligation to maintain the information in confidence from a source
other than the Company.  Confidential
Information specifically includes information received by the Company from
others, including the Companys clients, that the Company has an obligation to
treat as confidential and also includes any confidential information acquired
or obtained by you while in the employment of any Affiliate.  9.3Invention Ownership. 
With respect to information, inventions and discoveries developed, made
or conceived by you, either alone or with others, at any time during your
employment by the Company and whether or not within normal working hours,
arising out of such employment or pertinent to any field of business or
research in which, during such employment, the Company is engaged or (if such
is known to or ascertainable by you) is considering engaging, you agree:  (a)that all such information, inventions and
discoveries, whether or not patented or patentable, shall be and remain the
sole property of the Company;  (b)to disclose promptly to an authorized
representative of the Company all such information, inventions and discoveries
and all information in your possession as to possible applications and uses
thereof;  (c)not to file any patent applications
relating to any such invention or discovery except with the prior consent of an
authorized representative of the Company; and  (d)at the request of the Company, and
without expense or additional compensation to you, to execute such documents
and perform such other acts as the Company deems necessary, to obtain patents
on such inventions in a jurisdiction or jurisdictions designated by the
Company, and to assign to the Company or its designee such inventions and all
patent applications and patents relating thereto.  5


Both the Company and you intend that all original
works of authorship within the purview of the copyright laws of the United
States authored or created by you in the course of your employment with the
Company will be works for hire within the meaning of such copyright laws.  9.4Confidentiality of Inventions; Return of
Materials and Confidential Information.  With respect
to the information, inventions and discoveries referred to in Section 9.3,
and also with respect to all other information, whatever its nature and form
and whether obtained orally, by observation, from graphic materials, or
otherwise (except such as is generally available through publication) obtained
by you during or as a result of your employment by the Company and relating to
any product, service, process, or apparatus or to any use of any of them, or to
materials, tolerances, specifications, costs (including manufacturing costs),
prices, or to any plans of the Company, you agree:  (a)to hold all such information, inventions
and discoveries in strict confidence and not to publish or otherwise disclose
any portion thereof except with the prior consent of an authorized
representative of the Company;  (b)to take all reasonable precautions to
ensure that all such information, inventions, and discoveries are properly
protected from access by unauthorized persons;  (c)to make no use of any such information,
invention, or discovery except as required or permitted in the performance of
your duties and responsibilities for the Company; and  (d)upon termination of your employment by
the Company, or at any time upon request of the Company, to deliver to the
Company all graphic materials and all substances, models, prototypes and the
like containing or relating to Confidential Information or any such
information, invention, or discovery, all of which graphic materials and other
things shall be and remain the sole property of the Company.  The term graphic materials includes
letters, memoranda, reports, notes, notebooks, books of account, drawings,
prints, specifications, formulae, data printouts, microfilms, magnetic tapes
and disks and other documents and recordings, together with all copies thereof.  10.Non-Disparagement.You agree that, if your employment with
the Company ends for any reason, you will not, unless compelled by law to do
so, directly or indirectly, make any malicious, disparaging or defamatory
statements regarding the Company, its Subsidiaries, any of their affiliates,
directors, stockholders, members, officers or employees or knowingly take any
action, directly or indirectly, that would interfere with any contractual or
customer or supplier relationships of the Company, its Subsidiaries and any of
their Affiliates.  Likewise, the Company
expressly agrees that neither the CEO nor the EVP, Human Resources will
directly or indirectly publicly make or disseminate any derogatory statements
or comments that disparage or defame you or your goodwill or reputation.  11.Non-Solicitation.Regardless
of whether you are eligible to receive Severance Pay,you
agree that, if your employment with the Company ends for any reason, you will
not, for a period of twelve (12) months following such termination of
employment, (i) directly or indirectly, either for yourself or for any
other person, business, company or entity, hire from the Company or any
Affiliate, or attempt to hire, divert or take away from the Company or any
Affiliate, any of the then current officers or employees of the Company or any
Affiliate, (ii) interfere with or harm, or attempt to interfere with or
harm, the relationship of the Company or any Affiliate with any person who at
any time was an employee, customer or supplier of the Company or any Affiliate
or otherwise had a business relationship with the Company or any Affiliate, or (iii) unless
compelled by law to do so, directly or indirectly, knowingly make any statement
or other communication that  6


impugns or attacks
the reputation or character of the Company or any Affiliate, or damages the
goodwill of the Company or any Affiliate, or knowingly take any action,
directly or indirectly, that would interfere with any contractual or customer
or supplier relationships of the Company or any Affiliate.  12.Non-Competition.If you
resign your employment, or if your employment is terminated with Cause, for a
period of twelve (12) months following such employment termination, you may not
and will not, within the United States of America, directly or indirectly,
without the prior written consent of the Companys Chief Executive Officer or
its Board of Directors (which may be given or withheld in its sole discretion),
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, partnership, firm, company,
corporation or other entity engaged in the retail business of womens fashion
apparel, accessories and related products that directly compete with New York &
Company or any other product sold or intended to be sold by the Company or an
Affiliate during your employment with the Company.  Notwithstanding the foregoing, your
beneficial ownership after your termination of employment with the Company,
either individually or as a member of a group, of not more than two percent
(2%) of the voting stock of any publicly held corporation shall not be a
violation of this provision.  13.Remedies.You acknowledge
that money will not adequately compensate the Company for the substantial
damages that may arise upon the breach of any provision of Sections 9, 10, 11
and 12 of this Agreement and that the Company would have no adequate remedy at
law.  For this reason, any claim the
Company may make that you have breached or are threatening to breach Sections
9, 10, 11 or 12 is not subject to mandatory arbitration under Section 16.  Instead, if you breach or threaten to breach
any provision of Sections 9, 10, 11 or 12, the Company will be entitled, in
addition to other rights and remedies, to specific performance, injunctive
relief and other equitable relief to prevent or restrain any breach or
threatened breach of Sections 9, 10, 11 or 12. 
The Company may seek to obtain such relief from (i) any court of
competent jurisdiction, (ii) an arbitrator acting pursuant to Section 16
hereof, or (iii) a combination of the two (e.g., by simultaneously seeking
arbitration under Section 16 and a temporary injunction from a court
pending the outcome of the arbitration). 
It shall be the Companys sole and exclusive right to elect which
approach to use to vindicate its rights. 
You also agree that in the event of a breach (or any threat of breach)
the Company shall be entitled to seek to obtain an immediate injunction and
restraining order to prevent such breach or threatened breach or continued
breach, without having to prove damages, and to obtain all costs and expenses,
including reasonable attorneys fees and costs. 
In addition, the existence of any claim or cause of action by you
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the restrictive
covenants of this Agreement.  14.Acknowledgment of
Reasonableness.You and the Company specifically agree
that the provisions of the restrictive covenants contained in this Agreement,
including the post-employment covenants regarding non-solicitation and non-competition,
are reasonable and that the Company would not have entered into this Agreement
but for the inclusion of such covenants. 
You understand that the Companys business is nationwide, and,
therefore, a nationwide restrictive covenant is reasonable.  If a court or arbitrator determines that any
provision of any such restrictive covenant is unreasonable, whether in period
of time, geographical area, or otherwise, you and the Company agree that the
covenant shall be interpreted and enforced to the maximum extent which a court
or arbitrator deems reasonable.  In
addition, you and the Company authorize any such court or arbitrator to reform
these restrictions to the minimum extent necessary.  15.Company Property.Upon your
termination of employment for any reason, you will promptly return to the
Company all Company-related documents and Company property within your
possession or control.  7


16.Arbitration of Disputes.Except as set
forth in Section 13, any dispute, claim or difference arising out of or in
relation to your employment will be settled exclusively by binding arbitration
administered by the American Arbitration Association under its National Rules for
the Resolution of Employment Disputes before a single arbitrator.  You expressly understand and agree that
claims subject to arbitration under this section include asserted violations of
the Employee Retirement and Income Security Act of 1974; the Age Discrimination
in Employment Act; the Older Workers Benefit Protection Act; the Americans
with Disabilities Act; Title VII of the Civil Rights Act of 1964 (as amended);
the Family and Medical Leave Act; and any law prohibiting discrimination,
harassment or retaliation in employment, whether based on federal, state or
local law; any claim of breach of contract, tort, promissory estoppel or
detrimental reliance, defamation, intentional infliction of emotional distress;
or the public policy of any state, or any other federal, state or local law.
The arbitration will be held in New York, New York unless you and the Company
(each a Party, and jointly, the Parties) mutually agree
otherwise.  To the extent permitted by
law, each Party will bear its own costs and fees of the arbitration, and other
fees and expenses of the arbitrator will be borne equally by the Parties; provided, however, that
the arbitrator will be empowered to require any one or more of the Parties to
bear all or any portion of fees and expenses of the Parties or the fees and
expenses of the arbitrator in the event that the arbitrator determines such
Party has acted in bad faith.  The
arbitrator will have the authority to award any remedy or relief that a court
of the State of New York could order or grant. 
The decision and award of the arbitrator will be binding on all Parties.  Either Party to the arbitration may seek to
have the ruling of the arbitrator entered in any court having jurisdiction
thereof.  Each Party agrees that it will
not file suit, motion, petition or otherwise commence any legal action or
proceeding for any matter which is required to be submitted to arbitration as
contemplated herein, except in connection with the enforcement of an award
rendered by an arbitrator and except to seek the issuance of an injunction or
temporary restraining order pending a final determination by the arbitrator.  17.Post-Termination
Cooperation.As is required of you during employment, you
agree that during and after employment with the Company you will, without
expense or additional compensation to you, cooperate with the Company or any
Affiliate in the following areas:  17.1Cooperation With the Company. 
You agree [a]to be reasonably available to
answer questions for the Companys (or any Affiliates) officers regarding any
matter, project, initiative or effort for which you were responsible while
employed by the Company and [b]to
reasonably cooperate with the Company (and with any Affiliate) during the
course of all third-party proceedings arising out of the Companys (or any
Affiliates) business about which you have knowledge or information.  For purposes of this Agreement, [c]proceedings includes internal investigations,
administrative investigations or proceedings and lawsuits (including pre-trial
discovery and trial testimony) and [d] cooperation
includes [i]yourbeing
reasonably available for interviews, meetings, depositions, hearings or trials
without the need for subpoena or assurances by the Company (or any Affiliate), [ii] providing any and all documents in your possession
that relate to the proceeding, and [iii] providing
assistance in locating any and all relevant notes and documents.  17.2Cooperation With Media. 
You agree not to communicate with, or give statements to, any member of
the media (including print, television or radio media) relating to any matter
(including pending or threatened lawsuits or administrative investigations)
about which you have knowledge or information (other than knowledge or
information that is not Confidential Information as defined in Section 9.3)
as a result of employment with the Company. 
You also agree to notify the Chief Executive Officer or his designee
immediately after being contacted by any member of the media with respect to
any matter affected by this section.  8


17.3The Company will reimburse you for
reasonable out of pocket travel and other incidental expenses incurred as a
result of your cooperation pursuant to this paragraph.  18.Successors/Assigns. All covenants, promises and agreements
by or on behalf of the parties contained in this Agreement shall inure to the
benefit of, and be binding upon, the successors and assigns of the parties
hereto. You may not assign or delegate your rights and obligations hereunder.  19.Entire Agreement.This
Agreement constitutes your entire agreement with the Company relating to the
subject mater hereof, and supersedes in its entirety any and all prior
agreements, understandings or arrangements with the Company.  20.Governing Law.All issues
and questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the
choice of law principles thereof.  21.Survival of Provisions.Sections 8 through
20 will survive the termination of your employment for any reason and shall not
be affected by any transfer(s) between the Company and its Affiliate(s).  22.Understandings and
Representations.You should not sign this Agreement until you
understand its terms and conditions. 
Your execution of this Agreement represents your acknowledgement that
you have take all steps you believe necessary, including consultation with
financial and legal advisors of your choice, to understand this Agreement.  9


Sincerely,   By:
  /s/ Richard P. Crystal
  
  Dated:
  April 21, 2009Richard P. CrystalChairman and Chief Executive OfficerBy:
  /s/ Leslie Goldmann
  
  Dated:
  April 21, 2009Leslie GoldmannEVP, Merchandising  10