Exhibit 10.1    Re:  Letter
Agreement of Employment  Dear
Greg:  This
letter agreement (this Agreement) sets forth the terms and conditions
of your employment, and your employment relationship, with New York &
Company, 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 President.  We understand that prior to accepting the
position of President, you have a limited commitment to complete a project for
HSN (as defined in your letter to Richard P. Crystal dated April 27, 2010
(copy attached). After completion of this project, 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 the Chief Executive Officer or the
Board of Directors of the Company (or the designee of any of the
foregoing).  In addition, you will become
a member of the Board of Directors.  For
so long as you hold the position of President, you shall be a Director on the
Board.  Your start date will be June 1,
2010.  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 $750,000 per 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
28% 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 36% of
your


Base Salary; and for the annual bonus (relating to
the Companys results for the fiscal year) will be 16% 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.SARs and Other Long Term Incentives.You will be eligible to receive awards under
SARs, restricted stock or other equity based long term incentive 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 SARs, 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 either your voluntary resignation or
termination of employment by the Company and all Affiliates without Cause (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 (Severance
Period) 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 fifty two (52) such
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 for voluntary resignation
and termination without Cause shall be conditioned upon the requirements set
forth in Section 11 (Non-Compete) of this Agreement.  In addition, the Severance Pay for
termination without Cause shall also 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.  In the event of either voluntary resignation
or termination without Cause, 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 fifty two (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 separation date, as outlined
above.  For purposes of this Agreement, Cause
means the 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 rules and
policies of the Company governing employee conduct or with the lawful
directives of the Board of Directors of the Company or Chief Executive Officer
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 (such
as your letter to Richard P. Crystal dated April 27, 2010).  Any determination of Cause will be made in
the good faith discretion of the Company.  8.Code Section 409A Compliance.  8.1.It 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.  8.2.A 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.  8.3.If 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 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.  8.4.For 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.  8.5.For 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.  8.6.In 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.  8.7.In 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.  9.1.Confidentiality.  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.  9.2.Confidential 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; 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 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.  9.3.Invention 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.  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.  9.4.Confidentiality 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
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 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.  11.Non
Competition.During the Non-Competition Period described
belowyou 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 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.  The
Non-Competition Period means the period you are employed by the Company, plus
the longer of (a) one (1) year from your Separation Date or (b) the
period during which you receive Severance Pay as described in Section 7
above. If however, at the Companys discretion, you are released from the one (1) year
Non-Competition Period, you will no longer be eligible for Severance Pay.  12.Remedies.You acknowledge that money will not
adequately compensate the Company for the substantial damages that will arise
upon the breach of any provision of Sections 9, 10 and 11 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 or
11 is not subject to mandatory arbitration under Section 05.  Instead, if you breach or threaten to breach
any provision of Sections 9, 10 or 11, 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 or 11.  The
Company may obtain such relief from (i) any court of competent
jurisdiction, (ii) an arbitrator acting pursuant to Section 0 hereof,
or (iii) a combination of the two (e.g., by simultaneously seeking
arbitration under Section 05 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 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.  13.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.  14.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.  15.Arbitration of Disputes.Except as set forth in Section 02, 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.  16.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:  16.1Cooperation 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 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] your being 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.  16.2Cooperation 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.  17.Post
Termination Board of Directors Participation.  Upon termination of your employment, you
shall resign your position as Director on the Board.  18.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.  19.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.  20.Survival of Provisions.Sections 8 through 19 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).  21.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.


Sincerely,By:
  /s/
  Richard P. Crystal
  
  Dated:
  April 27,
  2010Richard
  P. CrystalChairman &
  Chief Executive OfficerBy:
  /s/
  Gregory Scott
  
  Dated:
  April 28,
  2010Gregory
  ScottPresident