Unassociated Document


    Exhibit
10.1


     

    THE
DRESS BARN, INC.

    EXECUTIVE
SEVERANCE PLAN

     

    Effective March 3, 2010

     

    INTRODUCTION

     

    The
purpose of the Plan is to enable the Company to offer certain protections to
senior executives if their employment with the Employer is terminated under the
circumstances described herein.  Accordingly, to accomplish this
purpose, the Plan has been adopted effective as of March
3, 2010.

     

    Unless
otherwise expressly provided in the Plan or unless otherwise agreed to in
writing between the Company or an Affiliate and a Participant on or after the
date hereof, Participants covered by the Plan shall not be eligible to
participate in any other severance or termination plan, policy or practice of
the Employer that would otherwise apply under the circumstances described
herein.  The Plan is intended to be a “top-hat” pension benefit plan
within the meaning of U.S. Department of Labor Regulation Section
2520.104-23.  This document shall constitute both the plan document
and summary booklet and shall be distributed to Participants in this
form.  Capitalized terms and phrases used herein shall have the
meanings ascribed thereto in Article I.

     

    ARTICLE
I


     

    DEFINITIONS

     

    For
purposes of the Plan, capitalized terms and phrases used herein shall have the
meanings ascribed in this Article.

     

    1.1           “Affiliate” shall mean (a) any
subsidiary corporation of the Company within the meaning of Section 424(f) of
the Code, (b) any corporation, trade or business (including, without limitation,
a partnership or limited liability company) which is directly or indirectly
controlled 50% or more (whether by ownership of stock, assets or an equivalent
ownership interest or voting interest) by the Company, or (c) any other entity
which is designated as an Affiliate by the Board or the Committee.

     

    1.2           “Base Salary” shall mean a
Participant’s annual base compensation rate for services paid by the Employer to
the Participant at the time immediately prior to the Participant’s termination
of employment, as reflected in the Employer’s payroll records or, if higher, the
Participant’s annual base compensation rate immediately prior to a Change in
Control.  Base Salary shall not include commissions, bonuses, overtime
pay, incentive compensation, benefits paid under any qualified plan, any group
medical, dental or other welfare benefit plan, non-cash compensation or any
other additional compensation, but shall include amounts reduced pursuant to a
Participant’s salary reduction agreement under Section 125, 132(f)(4) or 401(k)
of the Code, if any, or a nonqualified elective deferred compensation
arrangement, if any, to the extent that in each such case the reduction is to
base salary.

     

    1.3           “Board” shall mean the Board of
Directors of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    1.4           “Bonus” shall mean the
Participant’s target bonus payable for the fiscal year in which a Change in
Control shall occur, as set forth under an agreement between the Participant and
the Employer or Company, or in any written bonus plan, program or arrangement
approved by the Board or the Compensation Committee of the
Board.  Bonus shall not include any other bonus to be paid upon the
completion of any specified project or upon the occurrence of a specified event,
including without limitation, a Change in Control.

     

    1.5           “Cause” shall mean the
occurrence of any of the following with respect to the Participant:

     

    (a)
conviction of a crime (including conviction on a nolo contendere plea) involving
the commission by the Participant of a felony or of a criminal act involving, in
the good faith judgment of the Board, fraud, dishonesty, or moral
turpitude;

     

    (b)
material failure to satisfactorily perform employment duties reasonably
requested by the Board after thirty (30) days’ written notice of such failure to
perform, specifying that the failure constitutes cause (other than as a result
of vacation, sickness, illness or injury);

     

    (c) fraud
or embezzlement;

     

    (d) gross
misconduct or gross negligence in connection with the business of the Employer
or an Affiliate which has a substantial adverse effect on the Employer or the
Affiliate; or

     

    (e) the
Participant’s intentional and willful act or omission which is materially
detrimental to the business or reputation of the Employer or an
Affiliate.

     

    Termination
of the Participant for Cause shall be made by delivery to the Participant of a
copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the Board at a meeting of the Board called and held for that purpose
(after 30 days prior written notice to the Participant and a reasonable
opportunity for the Participant to be heard before the Board prior to such vote)
finding that in the good faith judgment of the Board, the Participant was guilty
of conduct set forth in any of clauses (a) through (e) above and specifying the
particulars thereof.

     

    1.6           “Change in Control” shall mean
the consummation of any of the following events: (a) any “person,” as such term
is used in sections 3(a)(9) and 13(d) of the Exchange Act, becomes a “beneficial
owner,” as such term is used in Rule 13d-3 under the Exchange Act, during the
twelve (12) month period ending on the date of the most recent acquisition by
such person of 30% or more of the total voting power of the outstanding stock of
the Company, excluding a person that is an affiliate (as such term is used under
the Exchange) of the Company on the date hereof, or any affiliate of any such
person; (b) during any period of twelve (12) consecutive months, individuals who
at the beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in paragraph (a), (c), or (d)
of this section) or a director whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such term is used
in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board whose election by the Board or nomination for
election by the Company’s shareholders was approved by a vote of at least a
majority of the directors then still in office who either were directors at the
beginning of the twelve-month period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least
a majority of the Board; (c) all or substantially all the assets of the Company
are disposed of pursuant to a merger, consolidation or other transaction (unless
the shareholders of the Company immediately prior to such merger, consolidation
or other transaction beneficially own, directly or indirectly, in substantially
the same proportion as they own the common stock of the Company, all the common
stock or other ownership interests of the entity or entities, if any, that
succeed to the business of the Company); or (d) the Company combines with
another company and is the surviving corporation, but, immediately after the
combination, the shareholders of the Company immediately prior to the
combination hold, directly or indirectly, 50% or less of the common stock or
other ownership interests of the combined company (there being excluded from the
number of shares held by such shareholders, but not from the common stock or
other ownership interests of the combined company, any shares or other ownership
interests received by affiliates of such other company in exchange for stock of
such other company).  Notwithstanding anything herein to the contrary
and except with respect to a Change in Control event described in Section
1.6(b), a Change in Control shall be deemed to have occurred under this Section
1.6 solely upon the occurrence of the closing of the transaction giving rise to
the Change in Control event.  Notwithstanding anything herein to the
contrary, none of the foregoing events shall be deemed to be a “Change in
Control” unless such event constitutes a “change in control event” within the
meaning of Code Section 409A.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    1.7           “Change in Control Related
Termination” means a Pre-Change in Control Termination or a Post-Change
in Control Termination, as applicable.

     

    1.8           “COBRA” shall mean the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

     

    1.9           “Code” shall mean the Internal
Revenue Code of 1986, as amended.

     

    1.10           “Code Section 409A” shall mean
Section 409A of the Code together with the treasury regulations and other
official guidance promulgated thereunder.

     

    1.11           “Committee” shall mean the
Compensation and Stock Incentive Committee of the Board or such other committee
appointed by the Board from time to time to administer the Plan.

     

    1.12           “Company” shall mean The Dress
Barn, Inc., a Connecticut corporation, and any successor as provided in Article
VI hereof.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    1.13           “Continuation Period” shall
mean a period commencing on the date of a Participant’s Separation from Service
(or, the date of the Change in Control in the event of a Pre-Change in Control
Termination as a result of a Participant’s resignation for Good Reason) until
the earliest of:

     

    (a)           solely
in the event of a Non-Change in Control Termination, the expiration of the
period during which the Participant is receiving Severance
Payments;

     

    (b)           solely
in the Event of a Change in Control Termination, twelve (12) months (or,
eighteen (18) months with respect to a Participant with the title “Executive
Vice President” who experiences a Change in Control Related Termination) from
such date;

     

    (c)           the
date the Participant becomes eligible for coverage under the health insurance
plan of a subsequent employer; and

     

    (d)           the
date the Participant or the Participant’s eligible dependents, as the case may
be, cease to be eligible under COBRA.

     

    1.14           “Continued Health Coverage”
shall mean the benefit set forth in Section 2.2(b)
of the Plan.

     

    1.15           “Delay Period” shall mean the
period commencing on the date the Participant incurs a Separation from Service
from the Employer until the earlier of (a) the six (6)-month anniversary of the
date of such Separation from Service and (b) the date of the Participant’s
death.

     

    1.16           “Disability” shall mean a
Participant’s disability that would qualify as such under the Employer’s
long-term disability plan without regard to any waiting periods set forth in
such plan.

     

    1.17           “Effective Date” shall mean
March 3, 2010.

     

    1.18           “Eligible Employee” shall mean
any executive-level employee of the Employer designated in writing by the
Committee to participate in the Plan.

     

    1.19           “Employer” shall mean the
Company and any Affiliate.

     

    1.20           “Equity Vesting” shall mean the
benefit set forth in Section 2.2(c) of the
Plan.

     

    1.21           “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended.

     

    1.22           “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    1.23           “Good Reason” shall mean the
occurrence of any of the following events within ninety (90) days prior to a
Change in Control, or on or following a Change in Control without the
Participant’s express written consent, provided the Participant gives notice to
the Employer of the Good Reason event within ninety (90) days after the
Participant has knowledge of the Good Reason event and such events are not fully
corrected in all material respects by the Employer within thirty (30) days
following receipt of the Participant’s written notification:

     

    (a)           any
material diminution of the responsibilities, duties or authority of the
Participant (except in connection with the termination of Executive’s employment
for Cause or due to Total Disability or as a result of Executive’s death, or
temporarily as a result of the Participant’s illness or other
absence);

     

    (b)           any
reduction in the Participant’s base salary and/or benefits, other than a
reduction that is uniformly applied to similar situated employees;

     

    (c)           relocation
of the Participant’s principal place of work outside of a thirty (30) mile
radius of the Participant’s then current location; or

     

    (d)           the
failure of any successor to the Company to assume the Plan.

     

    1.24           “Non-Change in Control
Termination” shall mean a termination event described in Section
2.1(a)(i) of the Plan.

     

    1.25           “Participant” shall mean any
Eligible Employee who is eligible to receive Severance Benefits under the
Plan.

     

    1.26           “Plan” shall mean The Dress
Barn, Inc. Executive Severance Plan.

     

    1.27           “Post-Change in Control
Termination” shall mean a termination event described in Section
2.1(a)(ii) of the Plan.

     

    1.28           
“Pre-Change in Control
Termination” shall mean a termination event described in Section
2.1(a)(ii) of the Plan.

     

    1.29           “Pro-Rata Bonus” shall mean the
payment set forth in Section 2.2(d) of the Plan.

     

    1.30           “Separation from Service” shall
mean a Participant’s termination of employment with the Employer, provided that
such termination constitutes a separation from service within the meaning of
Code Section 409A and the guidance issued thereunder.  All references
in the Plan to a “termination,” “termination of employment” or like terms shall
mean Separation from Service.

     

    1.31           “Severance Benefits” shall
mean, as applicable, the Severance Payment, the Continued Health Coverage, the
Equity Vesting and the Pro-Rata Bonus.

     

    1.32           “Severance Payment” shall mean
the payments set forth in Section 2.2(a) of the Plan.

     

    1.33           “Specified Employee” shall mean a Participant
who, as of the date of his or her Separation from Service, is deemed to be a
“specified employee” within the meaning of that term under Section 409A(a)(2)(B)
of the Code and using the identification methodology selected by the Employer
from time to time in accordance therewith, or if none, the default methodology
set forth therein.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

     

    SEVERANCE
BENEFITS

     

    2.1           Eligibility
for Severance Benefits.

     

    (a)           Qualifying Event for an
Eligible Employee.

     

    (i)           Non-Change in
Control Termination.  If, at any time prior to a Change in
Control the employment of a Participant is terminated by the Employer without
Cause (a “Non-Change
in Control Termination”), then the Employer shall pay or provide the
Participant with the Severance Payment, the Continued Health Coverage and the
Pro-Rata Bonus pursuant to the terms set forth herein.

     

    (ii)           Change in Control
Related Termination.  If, during the ninety (90) day period
prior to the date of a Change in Control (a “Pre-Change
in Control Termination”) or the period commencing on the date of a Change
in Control and ending twelve (12) months thereafter (a “Post-Change
in Control Termination”) the employment of a Participant is terminated by
the Employer without Cause or by the Participant for Good Reason, then the
Employer shall pay or provide the Participant with the Severance Payment, the
Continued Health Coverage and the Equity Vesting pursuant to the terms set forth
herein, and in the event of a Pre-Change in Control Termination, the foregoing
Severance Benefits shall be in lieu of any Severance Benefits the Participant is
entitled to under Section 2.1(a)(i).

     

    (b)           Non-Qualifying
Events.  A Participant shall not be entitled to Severance
Benefits under the Plan if the Participant’s employment is terminated (i) by the
Employer for Cause, (ii) by a Participant for any reason other than for Good
Reason during the ninety (90) day period prior to a Change in Control or during
the twelve (12) month period following a Change in Control, or (iii) on account
of the Participant’s death or Disability.

     

    2.2           Severance
Benefits.  In the event that
a Participant becomes entitled to benefits pursuant to Section 2.1(a) hereof, the Employer shall pay or provide the
Participant with the applicable Severance Benefits as follows:

     

    (a)           Severance
Payment.  Subject to the provisions of Sections 2.3 through 2.8, the Employer shall pay to the
Participant the following:

     

    (i)           Non-Change in
Control Termination.  In the event of a Non-Change in Control
Termination, the Employer shall pay the Participant an amount in cash equal to
one-twelfth (1/12) of the Participant’s Base Salary, payable in accordance with
the Company’s normal payroll practices for a period of months (which period
shall be based on the Participant’s title and length of service, and shall be
determined in accordance with the Salary Continuation Period Determination Chart
below) following the Participant’s Separation from Service, with the first
payment thereof paid on the ninetieth (90th) day
following the date of the Participant’s Separation from Service, which first
payment shall include any amounts that would have been otherwise payable to the
Participant during such ninety (90) day period.  Notwithstanding the
foregoing or anything in the Plan to the contrary, to the extent required by
Code Section 409A, the payment of the Severance Payments under this Section
2.2(a)(i) shall be subject to the Delay Period as provided in Section 7.8(b) hereof.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Salary Continuation Period
Determination Chart

     

    
      	
              Eligible Employee’s Title

            	
              Period of Salary
    Continuation

            
	
              Executive
      Vice President

            	
              12
      months

            
	
              Other
      than Executive Vice President

            	
              3
      weeks for each anniversary year, subject to a minimum of 6 months and a
      maximum of 12 months

            


    

     

    (ii)           Change in Control
Related Termination.  In the event of a Change in Control
Related Termination, the Employer shall pay the Participant an amount in cash
equal to the sum of the Participant’s Base Salary plus Bonus, provided that with
respect to a Participant with the title “Executive Vice President,” such sum
shall be multiplied by one and one-half (11⁄2).  The Severance Payment
under this Section 2.2(a)(ii) shall be payable, subject to Section 2.5, in a
lump sum on (A) in the case of a Pre-Change in Control Termination, the later of
(x) the ninetieth (90th) day
following the date of the Participant’s Separation from Service and (y) the date
of the Change in Control, and (B) in the case of a Post-Change in Control
Termination, the ninetieth (90th) day
following the date of the Participant’s Separation from
Service.  Notwithstanding the foregoing or anything in the Plan to the
contrary, to the extent required by Code Section 409A, in the event of a
Post-Change in Control Termination, payment of the Severance Payment under this
Section 2.2(a)(ii) shall be subject to the Delay Period as provided in Section
7.8(b) hereof.

     

    Participants
shall be entitled to only one Severance Payment under this Plan as the result of
a Change in Control Related Termination.

     

    (b)           Continued Health
Coverage.  Subject to the provisions of Sections 2.3 through 2.8 and a Participant’s timely election
pursuant to COBRA and timely payment of health premiums at the applicable active
employee rate, during the Continuation Period the Employer shall pay the
remaining cost for continued coverage pursuant to COBRA, for the Participant and
the Participant’s eligible dependents, under the Employer’s group health plans
in which the Participant participated immediately prior to the date of
termination of the Participant’s employment or materially equivalent plans
maintained by the Company in replacement thereof.  Following the
Continuation Period, the Participant (or, if applicable, the Participant’s
qualified beneficiaries under COBRA) shall be entitled to such continued
coverage for the remainder of the COBRA period, if any, on a full self-pay basis
to the extent eligible under COBRA.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (c)           Accelerated Vesting of
Equity Awards.  The Equity Vesting under this Section 2.2(c)
shall apply only in the event of a Change in Control Related
Termination.  Subject to the provisions of Sections 2.3 and 2.4 and Sections 2.6 through 2.8, to the
extent not vested immediately prior to a Change in Control, all stock based
awards granted to the Participant prior to the Change in Control under the
Company’s equity plans, each as amended, including, but not limited to, The
Dress Barn, Inc. 2001 Stock Incentive Plan, or any predecessor or successor
plan(s) thereto, that are outstanding as of the date of the Change in Control
(including, but not limited to, stock options and shares of restricted stock),
or, in the event such stock based awards are not assumed or substituted by the
successor in connection with such Change in Control, outstanding immediately
prior to the date of the Change in Control, shall become fully vested as of the
date of the Participant’s termination of employment by the Employer without
Cause or by the Participant for Good Reason.  Any stock option, stock
appreciation right or similar award that provides for a Participant-elected
exercise shall become fully exercisable and will remain exercisable for the
applicable period following termination as specified in the applicable equity
plan and/or the applicable award agreement.  In the case of restricted
stock or similar awards that are not subject to a Participant-elected exercise,
the Company shall remove any restrictions (other than restrictions required by
Federal securities law) or conditions in respect of such award as of the date of
the Participant’s termination of employment by the Employer without
Cause.  For the avoidance of doubt, this Section 2.2(c) shall apply to any equity awards that, in
connection with a Change in Control, (1) are granted as replacement of the
equity awards held by the Participant immediately prior to the Change in
Control, and (2) are outstanding immediately prior to the Change in Control, but
are not assumed or substituted by the successor in connection with such Change
in Control.

     

    Notwithstanding
the forgoing, in the event of a Pre-Change in Control Termination, in lieu of
the foregoing under this Section 2.2(c), the Employer shall pay to the
Participant a lump sum cash payment equal to the sum of (x) with respect to any
unvested stock option, stock appreciation right or similar appreciation based
award that expired on the date the Participant’s employment terminated, the
excess, if any, of (A) the aggregate per share cash consideration, and the fair
market value on such date of the aggregate per share non-cash consideration,
paid or payable to the Company’s common stockholders in the transaction which is
the basis for the Change in Control, (or if no such consideration was then
payable, the last trading price of the Company’s common stock on the day
immediately preceding the date of the event that resulted in the occurrence of
the Change in Control), over (B) the strike price per share that would have been
required to be paid in order to exercise each tranche of the unvested awards
that expired on the date of the Participant’s termination of employment, times
the number of shares of the Company’s common stock covered by each such tranche
(such calculation to be performed separately for each tranche with a different
strike price, and the aggregate amounts so calculated being the amount required
to be paid under this provision), plus (y) with respect to any unvested
restricted stock or similar whole share type of award that expired on the date
the Participant’s employment terminates, the fair market value of such awards
calculated based on the last trading price of the Company’s common stock on the
day immediately preceding the date of the event that resulted in the occurrence
of the Change in Control times the number of shares of the Company’s common
stock covered by each such award.  Any such payment shall be paid
together with the Severance Payment payable on a Pre-Change in Control
Termination pursuant to Section 2.2(a)(ii) above.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (d)           Pro-Rata
Bonus.  The Pro-Rata Bonus under this Section 2.2(d) shall
apply only in the event of a Non-Change in Control
Termination.  Subject to the provisions of Sections 2.3 through 2.8, the Participant shall be entitled to
receive a pro rata portion (based on the number of days employed during the
applicable performance period) of the Participant’s semi-annual performance
bonus for the performance period in which the Participant’s Separation from
Service occurs, calculated based on actual results for such performance period,
payable at the time that the semi-annual performance bonus would otherwise be
paid.

     

    2.3           Prior
Agreements.  The Severance
Benefits under this Plan shall supersede and be in lieu of any severance
benefits and/or payments provided under any other agreements, arrangements or
severance plans by and between the Participant and the
Employer.  Notwithstanding the foregoing or anything herein to the
contrary, in the event that a Participant is entitled to the Severance Benefits
under the Plan and if as a result of such termination of the Participant’s
employment the Participant was also entitled to receive the payments and
benefits provided under any other agreements, arrangements or severance plans by
and between the Participant and the Employer, then the Participant shall
continue to be entitled to receive such payments and benefits under and in
accordance with the terms and conditions of such agreement, arrangement or
severance plan and (i) the Severance Payment hereunder shall be reduced by the
amount of any severance payment received by the Participant prior to the
commencement of the Severance Payment hereunder, (ii) any severance payment
payable under such other agreement, arrangement or severance plan following the
commencement of the Severance Payment hereunder shall be offset on a
dollar-for-dollar basis by the Severance Payment hereunder, and (iii) the
Continued Health Coverage shall commence in the first month following the
expiration of any health plan or health care reimbursement coverage provided to
the Participant pursuant to such other agreement, arrangement or severance plan
following a termination of the Participant’s employment and the Participant’s
Continuation Period shall be reduced by the number of months the Participant
received such coverage under such other agreement, arrangement or severance
plan.

     

    2.4           No Duty
to Mitigate/Set-off.  No Participant
entitled to receive Severance Benefits hereunder shall be required to seek other
employment or to attempt in any way to reduce any amounts payable to the
Participant by the Company or Employer pursuant to the Plan, and, except as
provided in Sections 1.13(b) hereof, there shall be no offset against any
amounts due to the Participant under the Plan on account of any remuneration
attributable to any subsequent employment that the Participant may obtain or
otherwise.  The amounts payable hereunder shall not be subject to
setoff, counterclaim, recoupment, defense or other right which the Employer may
have against the Participant.  In the event of the Participant’s
breach of any provision hereunder, including without limitation, Sections 2.5 (other than as it applies to a release of claims
under the Age Discrimination in Employment Act, as amended), 2.7 and 2.8 hereof, the
Company shall be entitled to recover any payments previously made to the
Participant hereunder.  Severance Benefits shall be reduced (offset)
by any amounts payable under any statutory entitlement (including notice of
termination, termination pay and/or severance pay) of the Participant upon a
termination of employment, including, without limitation, any payments related
to an actual or potential liability under the Worker Adjustment and Retraining
Notification Act (WARN) or similar state or local law.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    2.5           Release
Required.  Any Severance
Benefits (other than the Equity Vesting) payable or to be provided pursuant to
the Plan shall be conditioned upon the Participant’s execution and
non-revocation, within ninety (90) days following the effective date of the
Participant’s Separation from Service, of a release substantially in the form
attached as Appendix
A hereto (with such changes thereon as are legally necessary at the time
of execution to make it enforceable, including, but not limited to the addition
of any federal, state or local laws) (the “Release”).  The
Company shall provide the release to the Participant within seven (7) days
following the date of the Participant’s Separation from Service.  The
Participant will be required to sign the release within 45 days after the date
it is provided to him or her and not revoke it within the time period set forth
therein.

     

    2.6           Code
Section 280G. 

     

    (a)           In
the event it is determined pursuant to clause (b) below, that part or all of the
consideration, compensation or benefits to be paid to the Participant under the
Plan in connection with the Participant’s termination of employment following a
Change in Control or under any other plan, arrangement or agreement in
connection therewith (each a “Payment”),
constitutes a “parachute payment” (or payments) under Section 280G(b)(2) of the
Code, then, if the aggregate present value of such parachute payments (the
“Parachute
Amount”) exceeds 2.99 times the Participant’s “base amount,” as defined
in Section 280G(b)(3) of the Code (the “Participant Base
Amount”) and would be subject to the excise tax imposed by Section 4999
of the Code (the “Excise Tax”), the
amounts constituting “parachute payments” which would otherwise be payable to or
for the benefit of the Participant shall be reduced to the extent necessary so
that the Parachute Amount is equal to 2.99 times the Participant Base Amount;
provided, however, that the foregoing reduction shall be made only if and to the
extent that such reduction would result in an increase in the aggregate Payment
to be provided, determined on a net after-tax basis (taking into account the
Excise Tax imposed, any tax imposed by any comparable provision of state law,
and any applicable federal, state and local income taxes).

     

    (b)           Any
determination that a Payment constitutes a parachute payment and any calculation
described in this Section 2.6 (“determination”) shall
be made by the independent public accountants for the Company, and may, at the
Company’s election, be made prior to termination of the Participant’s employment
where the Company determines that a Change in Control is
imminent.  Such determination shall be furnished in writing no later
than thirty (30) days following the date of the Change in Control by the
accountants to the Participant.  If the Participant does not agree
with such determination, he may give notice to the Company within ten (10) days
of receipt of the determination from the accountants and, within fifteen (15)
days thereafter, accountants of the Participant’s choice must deliver to the
Company their determination that in their judgment complies with the
Code.  If the two accountants cannot agree upon the amount to be paid
to the Participant pursuant to this Section 2.6
within ten days of the delivery of the statement of the Participant’s
accountants to the Company, the two accountants shall choose a third accountant
who shall deliver their determination of the appropriate amount to be paid to
the Participant pursuant to this Section 2.6, which
determination shall be final.  If the final determination provides for
the payment of a greater amount than that proposed by the accountants of the
Company, then the Company shall pay all of the Participant’s costs incurred in
contesting such determination and all other costs incurred by the Company with
respect to such determination.  However, if the determination of the
accountants of the Company is supported by the third accountant, the Participant
shall pay all reasonable costs incurred by both the Company and the Participant
with respect to the determination.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (c)           If
the final determination made pursuant to clause (b) above results in a reduction
of the Payments that would otherwise be paid to the Participant except for the
application of Section 2.6(a), the Equity Vesting
shall be eliminated or reduced to the extent necessary in order to not exceed
the limitation under Section 2.6(a), then, to the extent necessary pursuant to
Section 2.6(a), the Severance Payment shall be reduced, and, finally, to the
extent necessary pursuant to Section 2.6(a), the Continued Health Coverage shall
be reduced.  Within ten days following such determination, the Company
shall pay to or distribute to or for the benefit of the Participant such amounts
as are then due to the Participant under the Plan and shall promptly pay to or
distribute to or for the benefit of the Participant in the future such amounts
as become due to the Participant under the Plan.

     

    (d)           As
a result of the uncertainty in the application of Section 280G of the Code at
the time of a determination hereunder, it is possible that payments will be made
by the Company which should not have been made under Section 2.6(a) (an “Overpayment”) or that
additional payments which are not made by the Company pursuant to Section 2.6(a) above should have been made (an “Underpayment”). In
the event that there is a final determination by the Internal Revenue Service,
or a final determination by a court of competent jurisdiction, that an
Overpayment has been made, any such Overpayment shall be treated for all
purposes as a loan to the Participant to the extent permitted by law, which the
Participant shall repay to the Company together with interest at the applicable
Federal rate provided for in Section 7872(f)(2) of the Code.  Nothing
in this Section 2.6 is intended to violate the Sarbanes-Oxley Act of 2002 and to
the extent that any advance or repayment obligation hereunder would do so, such
obligation shall be modified so as to make the advance a nonrefundable payment
to the Participant and the repayment obligation null and void to the extent
required by such Act.  In the event that there is a final
determination by the Internal Revenue Service, a final determination by a court
of competent jurisdiction or a change in the provisions of the Code or
regulations pursuant to which an Underpayment arises under the Plan, any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Participant, together with interest at the applicable Federal rate provided for
in Section 7872(f)(2) of the Code.

     

    2.7           Restrictive
Covenants.  As a condition to
receiving Severance Benefits (other than the Equity Vesting), the Participant
shall be subject to the restrictive covenants described in the
Release.  Upon the Participant’s timely execution and non-revocation
of the Release, the restrictive covenants contained therein shall supersede any
restrictive covenants contained in any agreement or arrangement between the
Employer and the Participant, including any employment agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    2.8           Cooperation.  By accepting the
Severance Benefits under the Plan, subject to the Participant’s other
commitments, the Participant agrees to be reasonably available to cooperate (but
only truthfully) with the Employer and the Company and provide information as to
matters which the Participant was personally involved, or has information on,
during the Participant’s employment with the Employer and which are or become
the subject of litigation or other dispute.

     

    ARTICLE
III


     

    UNFUNDED
PLAN

     

    3.1           Unfunded
Status.  The Plan shall be
“unfunded” for the purposes of ERISA and the Code, and Severance Payments shall
be paid out of the general assets of the Employer as and when Severance Payments
are payable under the Plan.  All Participants shall be solely
unsecured general creditors of the Company and the Employer.  If the
Company decides in its sole discretion to establish any advance accrued reserve
on its books against the future expense of the Severance Payments payable
hereunder, or if the Company decides in its sole discretion to fund a trust
under the Plan, such reserve or trust shall not under any circumstances be
deemed to be an asset of the Plan.

     

    ARTICLE
IV


     

    ADMINISTRATION
OF THE PLAN

     

    4.1           Plan
Administrator.  The general
administration of the Plan on behalf of the Company (as plan administrator under
Section 3(16)(A) of ERISA) shall be placed with the Committee.

     

    4.2           Reimbursement
of Expenses of Plan Committee.  The Company may,
in its sole discretion, pay or reimburse the members of the Committee for all
reasonable expenses incurred in connection with their duties hereunder,
including, without limitation, expenses of outside legal counsel.

     

    4.3           Action by
the Plan Committee.  Decisions of the
Committee shall be made by a majority of its members attending a meeting at
which a quorum is present (which meeting may be held telephonically), or by
written action in accordance with applicable law.  Subject to the
terms of the Plan and provided that the Committee acts in good faith, the
Committee shall have complete authority to determine a Participant’s
participation and Severance Benefits under the Plan, to interpret and construe
the provisions of the Plan, and to make decisions in all disputes involving the
rights of any person interested in the Plan.

     

    4.4           Delegation
of Authority.  Subject to the
limitations of applicable law, the Committee may delegate any and all of its
powers and responsibilities hereunder to other persons by formal resolution
filed with and accepted by the Board.  Any such delegation shall not
be effective until it is accepted by the Board and the persons designated, and
may be rescinded at any time by written notice from the Committee to the person
to whom the delegation is made.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    4.5           Retention
of Professional Assistance.  The Committee may
employ such legal counsel, accountants and other persons as may be required in
carrying out its work in connection with the Plan.

     

    4.6           Accounts
and Records.  The Committee
shall maintain such accounts and records regarding the fiscal and other
transactions of the Plan and such other data as may be required to carry out its
functions under the Plan and to comply with all applicable laws.

     

    4.7           Indemnification.  The Committee,
its members and any person designated pursuant to Section 4.4 above shall not be
liable for any action or determination made in good faith with respect to the
Plan.  The Employer shall, to the fullest extent permitted by law,
indemnify and hold harmless each member of the Committee and each director,
officer and employee of the Employer, and any person designated above, for
liabilities or expenses they and each of them incur in carrying out their
respective duties under the Plan, other than for any liabilities or expenses
arising out of such individual’s willful misconduct or fraud.

     

    ARTICLE
V


     

    AMENDMENT
AND TERMINATION

     

    5.1           Amendment
and Termination.  The Company
reserves the right to amend or terminate, in whole or in part, any or all of the
provisions of the Plan by action of the Board (or a duly authorized committee
thereof) at any time, provided that in no event shall any amendment, except for
amendments pursuant to Section 7.8(a), reducing the Severance Benefits provided
hereunder or any Plan termination be effective prior to the later of (A) the
third (3rd)
anniversary of the Effective Date and (B) one year after the Company provides
written notice to the Participant that it wishes to amend or terminate this Plan
and the nature of the amendments, if applicable, and further provided, that the
Company shall not amend or terminate the Plan at any time after (i) the
occurrence of a Change in Control or (ii) the date the Company enters into a
definitive agreement which, if consummated, would result in a Change in Control,
unless the potential Change in Control is abandoned (as publicly announced by
the Company), in either case until two (2) years after the occurrence of a
Change in Control, provided that all Severance Benefits under the Plan have been
paid.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    ARTICLE
VI


     

    SUCCESSORS

     

    For
purposes of the Plan, the Company shall include any and all successors or
assignees, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the Company,
and such successors and assignees shall perform the Company’s obligations under
the Plan, in the same manner and to the same extent that the Company, would be
required to perform if no such succession or assignment had taken
place.  In the event the surviving corporation in any transaction to
which the Company is a party is a subsidiary of another corporation, then the
ultimate parent corporation of such surviving corporation shall cause the
surviving corporation to perform the Plan in the same manner and to the same
extent that the Company would be required to perform if no such succession or
assignment had taken place.  In such event, the term “Company” as used
in the Plan, shall mean the Company, as hereinbefore defined and any successor
or assignee (including the ultimate parent corporation) to the business or
assets of the Company, which by reason hereof becomes bound by the terms and
provisions of the Plan.

     

    ARTICLE
VII


     

    MISCELLANEOUS

     

    7.1           Minors
and Incompetents.  If the Committee shall find that any person
to whom Severance Benefits are payable under the Plan is unable to care for his
or her affairs because of illness or accident, or is a minor, any Severance
Benefits due (unless a prior claim therefore shall have been made by a duly
appointed guardian, committee or other legal representative) may be paid to the
spouse, child, parent, or brother or sister, or to any person deemed by the
Committee to have incurred expense for such person otherwise entitled to the
Severance Benefits, in such manner and proportions as the Committee may
determine in its sole discretion.  Any such Severance Benefits shall
be a complete discharge of the liabilities of the Company, the Employer, the
Committee, and the Board under the Plan.

     

    7.2           Limitation
of Rights.  Nothing contained
herein shall be construed as conferring upon a Participant the right to continue
in the employ of the Employer as an employee in any other capacity or to
interfere with the Employer’s right to discharge him or her at any time for any
reason whatsoever.

     

    7.3           Payment
Not Salary.  Any Severance
Benefits payable under the Plan shall not be deemed salary or other compensation
to the Participant for the purposes of computing benefits to which he or she may
be entitled under any pension plan or other arrangement of the Employer
maintained for the benefit of its employees, unless such plan or arrangement
provides otherwise.

     

    7.4           Severability.  In case any
provision of the Plan shall be illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but the
Plan shall be construed and enforced as if such illegal and invalid provision
never existed.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    7.5           Withholding.  The Company
and/or the Employer shall have the right to make such provisions as it deems
necessary or appropriate to satisfy any obligations it may have to withhold
federal, state or local income or other taxes incurred by reason of payments
pursuant to the Plan.  In lieu thereof, the Company and/or the
Employer shall have the right to withhold the amounts of such taxes from any
other sums due or to become due from the Company and/or the Employer to the
Participant upon such terms and conditions as the Committee may
prescribe.

     

    7.6           Non-Alienation
of Benefits.  The Severance
Benefits payable under the Plan shall not be subject to alienation, transfer,
assignment, garnishment, execution or levy of any kind, and any attempt to cause
any Severance Benefits to be so subjected shall not be recognized.

     

    7.7           Governing
Law.  To the extent
legally required, the Code and ERISA shall govern the Plan and, if any provision
hereof is in violation of any applicable requirement thereof, the Company
reserves the right to retroactively amend the Plan to comply
therewith.  To the extent not governed by the Code and ERISA, the Plan
shall be governed by the laws of the State of New York, without reference to
rules relating to conflicts of law.

     

    7.8           Code
Section 409A.  

     

    (a)           General.  Although
the Employer makes no guarantee with respect to the tax treatment of payments
hereunder and shall not be responsible in any event with regard to
non-compliance with Code Section 409A, the Plan is intended to either comply
with, or be exempt from, the requirements of Code Section 409A.  To
the extent that the Plan is not exempt from the requirements of Code Section
409A, the Plan is intended to comply with the requirements of Code Section 409A
and shall be limited, construed and interpreted in accordance with such
intent.  Accordingly, the Company reserves the right to amend the
provisions of the Plan at any time and in any manner without the consent of
Participants solely to comply with the requirements of Code Section 409A and to
avoid the imposition of an excise tax under Code Section 409A on any payment to
be made hereunder, provided that there is no reduction in the Severance Benefits
hereunder.  Notwithstanding the foregoing, in no event whatsoever
shall the Employer be liable for any additional tax, interest or penalty that
may be imposed on a Participant by Code Section 409A or any damages for failing
to comply with Code Section 409A.

     

    (b)           Separation from Service;
Delay Period for Specified Employees.  A termination of
employment shall not be deemed to have occurred for purposes of any provision of
the Plan 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.  If a Participant is deemed on the date of termination to be
a Specified Employee, then with regard to any payment that is specified as
subject to this Section, such payment shall not be made prior to the expiration
of the Delay Period.  All payments delayed pursuant to this Section 7.8(b) (whether they would have otherwise been payable
in a single lump sum or in installments in the absence of such delay) shall be
paid to the Participant in a single lump sum on the first Company payroll date
on or following the first day following the expiration of the Delay Period, and
any remaining payments and benefits due under the Plan shall be paid or provided
in accordance with the normal payment dates specified for them
herein.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    (c)           Separate Payments and No
Participant Discretion.  For purposes of Code Section 409A, the
Participant’s right to receive any installment payments pursuant to this Plan
shall be treated as a right to receive a series of separate and distinct
payments.  Whenever a payment under this Agreement specifies a payment
period with reference to a number of days (e.g., “payment shall
be made within thirty (30) days following the date of termination”), the actual
date of payment within the specified period shall be within the sole discretion
of the Employer.

     

    7.9            
Non-Exclusivity.  The adoption of
the Plan by the Company shall not be construed as creating any limitations on
the power of the Company to adopt such other supplemental retirement income
arrangements as it deems desirable, and such arrangements may be either
generally applicable or limited in application.

     

    7.10           Non-Employment.  The Plan is not
an agreement of employment and it shall not grant the Participant any rights of
employment.

     

    7.11           Headings
and Captions.  The headings and captions herein are provided
for reference and convenience only.  They shall not be considered part
of the Plan and shall not be employed in the construction of the
Plan.

     

    7.12           Gender
and Number.  Whenever used in
the Plan, the masculine shall be deemed to include the feminine and the singular
shall be deemed to include the plural, unless the context clearly indicates
otherwise.

     

    7.13           Communications.  All
announcements, notices and other communications regarding the Plan will be made
by the Company and/or the Employer in writing.

     

    7.14           Legal
Fees.  This Section 7.14 shall apply only in the event of a
Change in Control Related Termination.  In the event that a
Participant substantially prevails in a litigation between the Participant and
the Company arising in connection with such Participant’s attempt to obtain or
enforce any right or benefit provided by the Plan, the Company agrees to pay the
reasonable attorney’s fees and other legal expenses incurred by such Participant
in pursuing such litigation, including a reasonable rate of interest for delayed
payment.

     

    ARTICLE
VIII

     

    WHAT
ELSE A PARTICIPANT NEEDS

    TO
KNOW ABOUT THE PLAN

     

    8.1           Claims
Procedure.  Any claim by a
Participant with respect to eligibility, participation, contributions, benefits
or other aspects of the operation of the Plan shall be made in writing to a
person designated by the Committee from time to time for such
purpose.  If the designated person receiving a claim believes,
following consultation with the Chairman of the Committee, that the claim should
be denied, he or she shall notify the Participant in writing of the denial of
the claim within ninety (90) days after his or her receipt
thereof.  This period may be extended an additional ninety (90) days
in special circumstances and, in such event, the Participant shall be notified
in writing of the extension, the special circumstances requiring the extension
of time and the date by which the Committee expects to make a determination with
respect to the claim.  If the extension is required due to the
Participant’s failure to submit information necessary to decide the claim, the
period for making the determination will be tolled from the date on which the
extension notice is sent until the date on which the Participant responds to the
Plan’s request for information.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    If a
claim is denied in whole or in part, or any adverse benefit determination is
made with respect to the claim, the Participant will be provided with a written
notice setting forth (a) the specific reason or reasons for the denial making
reference to the pertinent provisions of the Plan or of Plan documents on which
the denial is based, (b) a description of any additional material or information
necessary to perfect or evaluate the claim, and explain why such material or
information, if any, is necessary, and (c) inform the Participant of his or her
right to request review of the decision.  The notice shall also
provide an explanation of the Plan’s claims review procedure and the time limits
applicable to such procedure, as well as a statement of the Participant’s right
to bring a civil action under Section 502(a) of ERISA following an adverse
benefit determination on review.  If a Participant is not notified (of
the denial or an extension) within ninety (90) days from the date the
Participant notifies the Plan Administrator, the Participant may request a
review of the application as if the claim had been denied.

     

    A
Participant may appeal the denial of a claim by submitting a written request for
review to the Committee, within sixty (60)
days after written notification of denial is received.  Receipt
of such denial shall be deemed to have occurred if the notice of denial is sent
via first class mail to the Participant’s last shown address on the books of the
Employer.  Such period may be extended by the Committee for good cause
shown.  The claim will then be reviewed by the
Committee.  In connection with this appeal, the Participant (or his or
her duly authorized representative) may (a) be provided, upon written request
and free of charge, with reasonable access to (and copies of) all documents,
records, and other information relevant to the claim, and (b) submit to the
Committee written comments, documents, records, and other information related to
the claim.  If the Committee deems it appropriate, it may hold a
hearing as to a claim.  If a hearing is held, the Participant shall be
entitled to be represented by counsel.

     

    The
review by the Committee will take into account all comments, documents, records,
and other information the Participant submits relating to the
claim.  The Committee will make a final written decision on a claim
review, in most cases within sixty (60) days after receipt of a request for a
review.  In some cases, the claim may take more time to review, and an
additional processing period of up to sixty (60) days may be
required.  If that happens, the Participant will receive a written
notice of that fact, which will also indicate the special circumstances
requiring the extension of time and the date by which the Committee expects to
make a determination with respect to the claim.  If the extension is
required due to the Participant’s failure to submit information necessary to
decide the claim, the period for making the determination will be tolled from
the date on which the extension notice is sent to the Participant until the date
on which the Participant responds to the Plan’s request for
information.

     

    The
Committee’s decision on the claim for review will be communicated to the
Participant in writing.  If an adverse benefit determination is made
with respect to the claim, the notice will include:  (a) the specific
reason(s) for any adverse benefit determination, with references to the specific
Plan provisions on which the determination is based; (b) a statement that the
Participant is entitled to receive, upon request and free of charge, reasonable
access to (and copies of) all documents, records and other information relevant
to the claim; and (c) a statement of the Participant’s right to bring a civil
action under Section 502(a) of ERISA.  A Participant may not start a
lawsuit to obtain benefits until after he or she has requested a review and a
final decision has been reached on review, or until the appropriate timeframe
described above has elapsed since the Participant filed a request for review and
the Participant has not received a final decision or notice that an extension
will be necessary to reach a final decision.  These procedures must be
exhausted before a Participant (or any beneficiary) may bring a legal action
seeking payment of benefits.  In addition, no lawsuit may be started
more than two years after the date on which the applicable appeal was
denied.  If there is no decision on appeal, no lawsuit may be started
more than two years after the time when the Committee should have decided the
appeal. The law also permits the Participant to pursue his or her remedies under
Section 502(a) of ERISA without exhausting these appeal procedures if the Plan
has failed to follow them.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Exhibit
10.1

     

    APPENDIX
A

    


    AGREEMENT AND
RELEASE

    


    The Dress
Barn, Inc. (the “Company”) and [name] (the “Employee”), agree to
the terms and conditions set forth below:

    


    1.           Termination.  Employee’s employment with the Employer
(as defined under The Dress Barn, Inc. Executive Severance Plan (the “Severance Plan”))
[is] [was] terminated as of [________________
___], 20[__] (the “Termination
Date”).  Employee acknowledges
that the Termination Date [is] [was] the termination date of [his/her] employment for purposes of
participation in and coverage under all benefit plans and programs sponsored by
or through the Employer.  Employee acknowledges and agrees that the Employer shall
not have any obligation to rehire Employee, nor shall the Employer have any
obligation to consider [him/her]
for employment, after the
Termination Date.  All capitalized terms used herein, unless defined
otherwise herein, shall
have the meaning set forth in the Severance Plan.

    


    2.           Severance
Benefits.  In exchange for the general release in paragraph 4
below and other promises contained herein, and in accordance with the terms of
the Severance Plan, which Employee hereby acknowledges receiving, Employee will
receive the applicable Severance Benefits under Section 2.2 of the Plan, paid or
provided in accordance therewith.

    


    3.           Acknowledgment.  Employee
hereby agrees and acknowledges that the Severance Benefits exceed any payment,
benefit or other thing of value to which Employee might otherwise be entitled
under any policy, plan or procedure of the Employer, the Company or Affiliates
or pursuant to any prior agreement or contract with the Employer, the Company or
Affiliates.

    


    4.           Release.  (a) 
In exchange for the Severance Benefits and other valuable consideration,
Employee, for [himself/herself]
and for [his/her]
heirs, executors, administrators and assigns (referred to collectively as “Releasors”), forever
releases and discharges the Employer and any and all of the Employer’s parent
companies, partners, subsidiaries, affiliates, successors and assigns and any
and all of its and their past and/or present officers, directors, partners,
agents, employees, representatives, counsel, employee benefit plans and their
fiduciaries and administrators, successors and assigns (referred to collectively
as the “Releasees”), from any
and all claims, demands, causes of action, fees and liabilities of any kind
whatsoever, whether known or unknown, which Releasors ever had, now have or may
have against Releasees by reason of any actual or alleged act, omission,
transaction, practice, conduct, occurrence or other matter up to and including
the date Employee signs this Agreement and Release.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)           Without
limiting the generality of the foregoing, this Agreement and Release is intended
to and shall release Releasees from any and all claims, whether known or
unknown, that Releasors ever had, now have or may have against Releasees arising
out of Employee’s employment with the Employer or any of the Releasees, the
terms and conditions of such employment and/or the termination of such
employment, including but not limited to: (i) any claim under the Age
Discrimination in Employment Act, as amended (“ADEA”), and/or the
Older Workers Benefit Protection Act which laws prohibit discrimination on
account of age; (ii) any claim under Title VII of the Civil Rights Act of
1964, as amended, which, among other things, prohibits
discrimination/retaliation on account of race, color, religion, sex, and
national origin; (iii) any claim under the Americans with Disabilities Act
(“ADA”) or
Sections 503 and 504 of the Rehabilitation Act of 1973, each as amended;
(iv) any claim under the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”); (v) any
claim under the Family and Medical Leave Act; (vi) any claim or other
action under the National Labor Relations Act, as amended; (vii) any claim under
the Workers’ Adjustment and Retraining Notification Act; (viii) any claim
under the New York State Human Rights Law, the New York Executive Law, the New
York Labor Law, the New York City Administrative Code or any other applicable
state or local labor or human rights laws;1 (ix) the Sarbanes-Oxley Act of 2002;
(x) any other claim of discrimination, harassment or retaliation in
employment (whether based on federal, state or local law, regulation, or
decision; (xi) any other claim (whether based on federal, state or local
law, statutory or decisional) arising out of the terms and conditions of
Employee’s employment with and termination from the Employer and/or the Released
Parties; (xii) any claims for wrongful discharge, whistleblowing,
constructive discharge, promissory estoppel, detrimental reliance, negligence,
defamation, emotional distress, compensatory or punitive damages, and/or
equitable relief; (xiii) any claims under federal, state, or local
occupational safety and health laws or regulations, all as amended; and
(xiv) any claim for attorneys’ fees [ADD ONLY FOR A CHANGE IN CONTROL
RELATED TERMINATION:  , (other than claims for legal fees
pursuant to Section 7.14 of the Severance Plan)], costs, disbursements and/or
the like.  By virtue of the foregoing, Employee agrees that [he/she] has waived any
damages and other relief available to [him/her] (including, without
limitation, money damages, equitable relief and reinstatement) under the claims
waived in this paragraph 4.  Notwithstanding anything herein to the
contrary, the sole matters to which this Agreement of Release does not apply
are: (A) claims to the Severance Benefits; (B) claims under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended; (C) claims arising after
the date Employee signs this Agreement and Release; (D) claims relating to any
rights of indemnification under the Employer’s organizational documents or
otherwise, (E) claims relating to any outstanding stock options or other
equity-based award on the Termination Date [ADD ONLY FOR A CHANGE IN CONTROL
RELATED TERMINATION:  , including, without limitation, the
Equity Vesting]; (F)
claims to vested accrued benefits under the Employer’s tax qualified retirement
plans or non-qualified retirement plans in accordance with, and subject to, the
terms and conditions of such plans and applicable law; or (G) Employee’s right
to seek enforcement of the terms of the Severance Plan [ADD ONLY FOR A CHANGE IN CONTROL
RELATED TERMINATION:  , including, but not limited to, claims
for legal fees pursuant to Section 7.14 of the Severance Plan].  Employee
acknowledges that Employee has been informed that Employee might have specific
rights and/or claims under the ADEA.  Employee specifically waives
such rights and/or claims under the ADEA to the extent such rights and/or claims
arose on or prior to the date this Agreement of Release is executed by
Employee.

     

    
      
        

      

    

    1 Add relevant
provisions of additional state and/or local laws, as applicable.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

       

    

    5.           Non-Disparagement;
Cooperation in Certain Other Legal Proceedings.  Employee
agrees that at no time will [he/she], in public or
private, engage in any form of conduct or make any statements or representations
that deprecate, impugn, disparage or otherwise impair the reputation, goodwill
or commercial interests of, or make any remarks that would tend to or be
construed to tend to defame, the Releasees, nor shall the Employee assist any
other person, firm or company in so doing.  Nothing in this Agreement
and Release shall prohibit or restrict Employee from: (i) making any disclosure
of information, as required by law, in a proceeding or lawsuit in which the
Employer is a party, or additionally in any other civil proceeding or lawsuit
upon ten (10) business days prior written notice to the Employer; (ii) providing
information to, or testifying or otherwise assisting in an investigation or
proceeding brought by any federal regulatory or law enforcement agency or
legislative body or the Employer’s designated legal, compliance, or human
resources officers; (iii) filing, testifying, participating or otherwise
assisting in a proceeding relating to an alleged violation of any federal, state
or municipal law relating to fraud or any rule or regulation of the Securities
and Exchange Commission; or (iv) challenging the validity of this Agreement and
Release as it applies to a release of claims under ADEA.

    


    6.           Cooperation.  Employee
agrees to make [himself/herself] reasonably
available at times and for durations reasonably acceptable to both parties to
assist the Employer with respect to any issues wherein the Employer considers
Employee’s knowledge or expertise reasonably beneficial.  The Employer
will reimburse Employee for all reasonable out of pocket expenses that incurred
while [he/she] is
engaged in such activity.  Employee will also cooperate fully with the
Employer in the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of the Employer that
relate to events or occurrences that transpired while the Employee was employed
by the Employer.  Employee’s full cooperation in connection with such
claims or actions shall include, but not be limited to, being available to meet
with counsel to prepare for discovery or trial and to act as a witness on behalf
of the Employer at mutually convenient times.  Employee shall also
cooperate fully with the Employer in connection with any such investigation or
review of any federal, state or local regulatory authority as any such
investigation or review relates to events or occurrences that transpired while
Employee was employed by the Employer.  The Employer shall pay for any
reasonable out-of-pocket expenses incurred by Employee in connection with [his/her] performance of the
obligations pursuant to this paragraph 6.  Employee’s performance
under this paragraph 6 following the Termination Date shall be subject to [his/her] then current
employment obligations.

    


    7.           Return of
Property.  Employee represents that [he/she] has returned (or will
return) to Employer all property belonging to the Employer, including but not
limited to electronic devices (e.g., Blackberry and/or laptop computer), keys,
card access to buildings and office floors, and business information and
documents.

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

       

    

    8.           Severability.  If
any provision of this Agreement and Release is held to be illegal, void, or
unenforceable, such provision shall be of no force or
effect.  However, the illegality or unenforceability of such provision
shall have no effect upon, and shall not impair the enforceability of, any other
provision of this Agreement and Release.  Further, to the extent any
provision of this Agreement and Release is deemed to be overbroad or
unenforceable as written, such provision shall be given the maximum effect
permissible under law.

    


    9.           Entire
Agreement.  This Agreement and Release represents the entire
understanding between the parties hereto with respect to the subject matter
hereof, and may not be changed or modified except by a written agreement signed
by both of the parties hereto after the Effective Date of this Agreement and
Release.  In the event of any conflict between any of the provisions
of this Agreement and Release and the provisions of the Severance Plan, the
terms of the Severance Plan shall govern.

    


    10.           Governing
Law.  Except as may be preempted by federal law, this Agreement
and Release shall be governed by the laws of the State of New York, without
regard to conflict of laws principles, and the parties in any action arising out
of this Agreement and Release shall be subject to the personal jurisdiction and
venue of the federal and state courts, as applicable, in the County of New York,
State of New York.

    


    11.           Non-Disclosure.  The
parties agree that this Agreement and Release and its terms are confidential and
shall be accorded the utmost confidentiality.  Employee hereby agrees
to keep confidential and not disclose the terms and conditions of this Agreement
to any person or entity without the prior written consent of the Employer,
except to Employee’s accountants, attorneys and/or spouse, provided that they
also agree to maintain the confidentiality of this
Agreement.  Employee shall be responsible for any disclosure by
them.  Employee further represent that Employee has not disclosed the
terms and conditions of this Agreement to anyone other than Employee’s
attorneys, accountants and/or spouse.  This Section 11 does not
prohibit disclosure of this Agreement by any party if required by law, provided
that if Employee is required to make such disclosure the Employee has given the
Employer prompt written notice of any legal process and cooperated with the
Employer’s efforts to seek a protective order.

    


    12.           Confidential
Information.  Employee acknowledges that during the course of
Employee’s employment with the Employer, Employee has had access to information
relating to the Employer and its business that is not generally known by persons
not employed by the Employer and that could not easily be determined or learned
by someone outside of the Employer (“Confidential
Information”).  Such information is confidential or proprietary
and may include but not be limited to customer or client contact lists, trade
secrets, patents, copyrighted materials, proprietary computer software and
programs, products, systems analyses, lists of suppliers and supplier contracts,
internal policies and marketing strategies, financial information relating to
the Employer and its employees, and other documents and information that provide
the Employer with a competitive advantage and that could not be easily
determined or learned or obtained by someone outside the
Employer.  Employee further acknowledges that: (i) such confidential
and proprietary information is the exclusive, unique, and valuable property of
the Employer; (ii) the businesses of the Employer depend on such confidential
and proprietary information; and (iii) the Employer wishes to protect such
confidential and proprietary information by keeping it confidential for the use
and benefit of the Employer.  Employee agrees not to disclose or use
such Confidential Information at any time in the future, except if authorized by
the Employer in writing or if required in connection with a subpoena or other
legal process or investigation by any governmental, regulatory or
self-regulatory agency or in connection with any legal proceeding brought
against Employee, or in connection with a proceeding to enforce this
Agreement.

    


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

       

    

    13.           Restrictive
Covenants.   Employee agrees that for a period of one (1)
year following Employee’s Termination Date (the “Restricted Period”),
[he/she] will not,
directly or indirectly:

     

    (a)           Non-Competition.  engage
in, assist, or have any active interest or involvement whether as an employee,
agent, consultant, creditor, advisor, officer, director, stockholder (excluding
holdings of less than 1% of the stock of a public company), partner, proprietor
or any type of principal whatsoever in any person, firm, or business entity
which, directly or indirectly, is engaged in “Competition” (as defined below)
with the Employer, the Company or an Affiliate; or

     

    (b)           Non-Solicitation.  recruit,
solicit, hire, or cause to be hired, any individual who is then, or who has been
within the preceding six (6) month period, an employee of the Employer, the
Company or an Affiliate.

     

    For
purposes of this Agreement, “Competition” shall mean (x) the business of owning
and/or operating one or more retail specialty stores that sell women’s or girls’
apparel, or (y) the business of selling women’s or girls’ apparel through
catalogs or internet sales, or (z) any other business engaged in by the
Employer, the Company or an Affiliate.

     

    14.           Remedies.  Employee
acknowledges and agrees that the Employer will suffer irreparable damage if any
of the provisions of paragraphs 5, 12 or 13 of this Agreement and Release are
breached and that the Employer’s remedies at law for a breach of such provisions
would be inadequate and, in recognition of this fact, Employee agrees that, in
the event of such a breach, in addition to any remedies at law, the Employer
will be entitled to obtain equitable relief in the form of specific performance,
temporary restraining order, a temporary or permanent injunction or any other
equitable remedy which may then be available.

    


    15.           Binding
Agreement.  This Agreement and Release is binding upon, and
shall inure to the benefit of, the parties and their respective heirs,
executors, administrators, successors and assigns.

    


    16.           ADEA
Provisions.  Employee acknowledges that [he/she]: (a) has carefully
read this Agreement and Release in its entirety; (b) has had an opportunity to
consider the terms of this Agreement and Release [insert only if employees are over
40: and the disclosure information attached hereto as Exhibit I (which is
provided pursuant to the Older Workers Benefit Protection Act)] for at least [twenty-one
(21)] [forty-five (45)] days; (c) is hereby advised by the Company in writing to
consult with an attorney of [his/her] choice in connection
with this Agreement and Release; (d) fully understands the significance of all
of the terms and conditions of this Agreement and Release and has discussed them
with an attorney of [his/her] choice, or has had a
reasonable opportunity to do so; and (e) is signing this Agreement and Release
voluntarily and of [his/her] own free will and
agrees to abide by all the terms and conditions contained herein.

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

       

    

    17.           Revocation/ Effective
Date.  Employee may accept this Agreement and Release by
signing it before a notary public and delivering it to [INSERT NAME AND ADDRESS OF
CONTACT] on or before the [twenty-first (21st)]
[forty-fifth (45th)] day
after [he/she] receives
this Agreement and Release.  Notwithstanding the foregoing, Employee
may not sign this Agreement and Release before [his/her] last day of
employment and this Agreement and Release will not be accepted or effective if
signed before the Termination Date.  After signing this Agreement and
Release, Employee shall have [seven (7)]2 days (the “Revocation Period”)
to revoke [his/her]
decision by indicating [his/her] desire to do so in
writing delivered to [INSERT
NAME] at the above address by no later than the last day of the
Revocation Period.  If the last day of the Revocation Period falls on
a Saturday, Sunday or holiday, the last day of the Revocation Period will be
deemed to be the next business day.  Provided Employee does not revoke
this Agreement and Release during the Revocation Period, the Effective Date of
this Agreement and Release shall be the later of the [eighth (8th)]3 day after Employee signs this Agreement and
Release or the day after the last day of the Revocation Period (the “Effective
Date”).

     

    
      	
              Dated:  ___________________

            	 
      	 
      
	 
      	 
      	
              (signature)

            
	 
      	 
      	
               

              [Employee]

            


    

    


    


    THE
DRESS BARN, INC.

    


    


    Accepted
by:__________________________                                                                                                Dated:_____________________

    


    Name:_______________________________

    
 

     

     

    
      

    

    
      2 Replace
with “fifteen (15)” for Employees working in Minnesota. 

    

    
      3 Replace
with “sixteenth (16th)” for
Employees working in Minnesota.