Exhibit 10.1


 





 


October 4, 2016


 


Brian Lynch


288 Chestnut Hill Road


Wilton, CT 6897


 


Dear Brian:


 


Congratulations on your promotion to COO, Ascena Retail
Group!


 


The following are the terms and conditions of our job offer
to you and replace any and all previous offers or discussions concerning your employment.


 


 


		Job Title:	COO, Ascena Retail Group



 


		Reporting To:	David Jaffe



 


		Effective Date:	October 4, 2016



 


		Annual Pay Rate:	$950,000



 


In addition, you may be considered for an annual performance
evaluation in the Fall of 2017. Any corresponding pay adjustments would be based on your performance, business results, economic
& competitive factors, and approval from the Board of Directors.


 


		Incentive Compensation:	Beginning with the Fiscal Fall 2017 Season, you will be
eligible to participate in the Incentive Compensation (IC) program at a target level of 110% of your annual base salary. Your
initial annual target level (100%) is $1,045,000. Maximum annual payout is double your target level (200%) ($2,090,000 at maximum).



 


Your annual bonus will be tied
to the performance of ascena. Your bonus allocation will be as follows: Seasonal Incentive Compensation will be based on 100% Ascena
Cumulative (paid 50% in each Fall and Spring Season).


 


		Long Term Incentives (LTI):	You will continue to be eligible for an Annual Grant effective
in September 2017. All stock grants are contingent upon the approval from the Board of Directors. All grants are subject to the
Plan Description/Prospectus.



 




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		Additional FY17 LTI Awards:	In addition, as a result of your individual change you
are being recommended for the LTI awards as listed below. This LTI award valued at $183,500 is in addition to the LTI awarded
to you on September 21, 2016 as described in your Total Rewards Statement.



 


You will be recommended to receive a value of $20,700
in non-qualified stock options of Ascena Common Stock (symbol ASNA). This recommendation will be made at the next, regularly scheduled,
quarterly Compensation Committee Meeting of the Board of Directors. As of the date of this approval, these options will be granted
and the number of options will be determined. Vesting will begin on the one-year anniversary of the approval date, and these will
vest over 3 years (33%/33%/34%).


 


You will be
recommended to receive a value of $100,700 in restricted stock units (RSUs) of Ascena Common Stock (symbol ASNA). This
recommendation will be made at the next, regularly scheduled, quarterly Compensation Committee Meeting of the Board of
Directors. As of the date of this approval, these units will be granted and the number of units will be determined. For the
first $20,700 in value, the associated units will begin vesting on the one-year anniversary of the approval date, and will
vest over 3 years (33%/33%/34%). For the remaining $80,000 in value, the associated units will begin vesting on the one-year
anniversary of the approval date, and will vest over 2 years (50%/50%).


 


You will be recommended for participation
in the 2019 3yr Stock-Settled Long Term Incentive Plan (Stock-LTIP) under the 2016 Omnibus Plan. Your target opportunity will be
$62,100. This plan awards stock at the end of a 3-year performance period based on the level of achievement of company financial
goals established at the beginning of the performance period. The Stock-LTIP will be paid out upon Compensation Committee approval
of the results at the conclusion of the 3-year performance period.


 


		Relocation Benefits:	In the event you are terminated for any reason other than
for “cause” (as defined in Section 1.5 of the Ascena Executive Severance Plan (Executive Severance Plan), you will
be eligible only for the relocation benefits under the “Movement of Household Goods” provision of Tier 1 of the Relocation
Policy (enclosed). The Company will also reimburse a lease 



 




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cancellation charge up to an amount equal to two months’
rent, if applicable.


 


		Material Diminution of Duties:	In the event, prior to a Change in Control (as defined
in the Executive Severance Plan), you terminate your employment following a material adverse change in your duties and responsibilities
that occurs without your consent, such termination of employment by you shall constitute a “Non-Change in Control Termination”
solely for purposes of your eligibility to receive severance benefits under the Executive Severance Plan, subject to all of the
other terms and conditions thereof; provided that, prior to such termination, (i) you provide the Company written notice of your
intention to terminate within fifteen (15) days following the first occurrence of the event you believe constitutes a material
adverse change in your duties and responsibilities, (ii) the Company fails to remedy such event within thirty (30) days following
receipt of the written notice (Cure Period) from you, and (iii) you voluntarily terminate your employment within ten (10) days
following the end of the Cure Period.



 


All above reflects the only changes being made to existing
pay and benefits program.


 


Please sign both copies of this letter, keep one for your records
and return one to Donna VanCourt, VP Corporate Compensation and HRIS.


 


All job information, as well as the pay and benefit programs
outlined in this letter and the enclosed materials are subject to change periodically based on business needs. At Ascena an employment
at-will relationship prevails and the employment relationship can be terminated with or without cause and with or without notice,
at any time, by either the employee or the employer.


 


Once again, congratulations on your new position.


 


	Sincerely,	I accept your offer as specified above.
	 	 	 
	 	/s/ Brian Lynch	 	10/4/16
	David Jaffe	Brian Lynch	Date
	CEO, Ascena Retail Group	 	 


 




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