EXHIBIT 10.2


 


FREDERICK’S OF HOLLYWOOD GROUP
INC.


6255 Sunset Boulevard


Hollywood, California 90028


 


December 21, 2012


 


Mr. Thomas Rende


432 China Road


Sayville, New York 11782


 


Dear Mr. Rende:


 


This letter will serve to amend the Employment
Agreement (“Employment Agreement”), dated as of June 1, 2010, between you and Frederick’s of Hollywood Group
Inc.


 


1.  The first sentence of Section 1.4 of the
Employment Agreement is hereby amended and restated to read as follows:


 


“Executive shall be located in midtown
Manhattan.”


 


2.  The first sentence of Section 2 of the
Employment Agreement is hereby amended and restated to read as follows:


 


“The Term will commence on the Commencement
Date and shall continue until December 31, 2013, unless terminated earlier as hereinafter provided in this Agreement, or unless
extended by mutual written agreement of the Company and Executive.”


 


3.  Section 3.2(a) of the Employment Agreement
is hereby amended and restated to read as follows:


 


“(a)Incentive Bonus. In addition
to Base Salary, for each of the fiscal years ending July 27, 2013 and July 26, 2014, Executive shall be eligible to each a target
annual incentive bonus of up to thirty-five percent (35%) of Executive’s Base Salary (“Incentive Bonus”), which
shall be based on the Company and Executive achieving goals and objectives established by the Chief Executive Officer and approved
by the Committee for each fiscal year. The Incentive Bonus payable to Executive, if any, for the fiscal year ending July 26, 2014
shall be prorated to compensate Executive for the period from July 28, 2013 to December 31, 2013. Any amounts due under this Section
3.2 shall be payable to the Executive in accordance with the terms of an annual bonus plan approved by the Committee.”


 


4.  The second sentence of Section 4.4 of the
Employment Agreement is hereby amended and restated to read as follows:


 



    	 



    	 



    

 


“For purposes of this Agreement, “Good
Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent:
(a) a substantial breach of this Agreement by the Company, including the failure by the Company to make any payment to Executive
when due, unless the payment is not material and is being contested by the Company, in good faith, or a breach of the first sentence
of Section 1.4; (b) a material adverse change in the nature of Executive’s title, duties or responsibilities with the Company
that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change; or (c) a material
and adverse change in Executive’s compensation and benefits described in Section 3 of this Agreement with which Executive
disagrees.”


 


5.  The Employment Agreement is hereby amended
to add the following new section which shall be designated Section 4.8:


 


“4.8. Change of Control. If
(1) a “Change of Control” of the Company (as defined below) occurs and (2) within 24 months thereafter, Executive’s
employment is then terminated pursuant to Sections 4.4 or 4.5 or Executive’s employment as an “at will” employee
is terminated following expiration of the Term in which the Agreement has not been renewed, then in addition to the compensation
and benefits set forth in Section 4.6(d), the Company shall pay to Executive an amount equal to 1.25 times the Base Salary (the
“Change of Control Payment”). The Change of Control Payment will be paid in two (2) installments as follows: (i) the
first installment will be paid ten (10) days after the date Executive’s employment with the Company is terminated, in an
amount equal to two (2) times the lesser of: (a) the sum of Executive’s total compensation (including salary and bonus) for
the calendar year preceding the year in which Executive’s employment with the Company is terminated (adjusted for any increase
during that year that was expected to continue indefinitely if Executive had not terminated employment), or (b) the maximum amount
that may be taken into account under a qualified plan under Internal Revenue Code section 401(a)(17) for the year in which Executive’s
employment with the Company is terminated; and (ii) the second installment will be paid on the first business day following the
day that is six (6) months after the date Executive’s employment with the Company is terminated, in an amount equal to the
balance, if any, of the Change of Control Payment. For purposes of this Agreement, “Change of Control” shall mean:
(i) an acquisition by any one person, or more than one person acting as a group (not including TTG Apparel, LLC, Tokarz Investments,
LLC and members of the Company’s board of directors or management or their affiliates as of the date hereof), of the ownership
of stock of the Company that, together with the stock held by such person or group, constitutes more than fifty percent (50%) of
the total fair market value or combined voting power of the stock of the Company; (ii) the replacement, during any period of 12
months, of a majority of members of the Company’s board of directors by directors whose appointment or election is not endorsed
by a majority of the members of the Company’s board of directors as of the date hereof; or (iii) an acquisition by any one
person, or more than one person acting as a group (not including TTG Apparel, LLC, Tokarz Investments, LLC and members of the Company’s
board of directors or management or their affiliates as of the date hereof), or an acquisition during the 12-month period ending
on the date of the most recent acquisition by such person or persons, of assets from the Company that have a total gross fair market
value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately
before such acquisition or acquisitions. The provisions of this paragraph 4.8 shall survive termination of this Agreement, as applicable.”


 


6.  The address
of the Company set forth in Section 7.1 of the Employment Agreement shall be amended and restated to read as follows:


 



    	2



    	 



    

 


“If to the Company:


Frederick’s of Hollywood
Group Inc.


6255 Sunset Boulevard 


Hollywood, California 90028”


 


Except as amended herein, all other provisions
of the Employment Agreement shall remain in full force and effect.


 


Please sign this letter in the place below to confirm
your agreement.


 


	 	Sincerely,
	 	 
	 	FREDERICK’S OF HOLLYWOOD
	 	GROUP INC.
	 	 
	 	By:	/s/ Thomas J. Lynch
	 	 	Name:  Thomas J. Lynch
	 	 	Title:  Chief Executive Officer
	 	
	AGREED TO:	 
	 	 
	/s/ Thomas Rende	 
	Thomas Rende	 


 



    	3