Exhibit 10.1


 





RETENTION AGREEMENT


 


Francesca’s Services Corporation,
a Texas corporation (the “Company”), and Kelly Dilts, an individual (“Executive”), hereby
enter into this Retention Agreement (this “Agreement”) as of April 1, 2019 (the “Effective Date”).


 


WHEREAS, the Company has announced
that it is conducting a review of strategic alternatives; and


 


WHEREAS, the Company deems Executive
integral to the Company’s strategic alternative review process;


 


NOW, THEREFORE, in consideration of
the mutual promises and covenants contained below, the parties agree as follows:


 


1.       Retention
Payment. In order to provide additional incentive for Executive to remain in the employ of the Company following the Effective
Date, the Company agrees to pay Executive the amount of Three Hundred Eighty Thousand and 00/100 Dollars ($380,000.00) if (i) Executive
is still employed by the Company or a successor-in-interest on the first anniversary of the Effective Date (the “Service
Date”) or (ii) Executive’s employment has been terminated by the Company or its successor-in-interest to its stock
(or the stock of its ultimate parent) or assets without Good Cause, or by Executive with Good Reason, prior to the Service Date
(the date of such termination, the “Termination Date”). Such payment shall be payable on the earlier to occur
of the Service Date and the Termination Date, and for the avoidance of doubt shall not be payable if neither the Service Date nor
the Termination Date occurs. For purposes of this Agreement, (a) the Company shall be deemed to have “Good Cause” to
terminate Executive’s employment if Executive is terminated based on Executive’s dishonesty, unlawfulness, insubordination
or willful or grossly negligent misconduct or pursuant to a “for cause” termination provision in any applicable employment
agreement between Executive and the Company or Executive refuses to obey a lawful directive of Executive’s supervisor and
fails to correct such refusal within a reasonable time after receipt of written notice from the Company; and (b) Executive shall
be deemed to have “Good Reason” to terminate his or her employment with the Company voluntarily if Executive’s
base compensation is reduced and/or if Executive is asked or required to relocate more than fifty (50) miles from Executive’s
place of employment on the Effective Date.


 


2.       Exclusive
Services Agreement. In consideration of the Company’s obligations under this Agreement and other compensation payable
to Executive during the term of Executive’s employment with the Company, Executive agrees that Executive shall continue to
diligently perform his or her duties for the Company after the Effective Date. Executive will not engage in any other employment
during the term of Executive’s employment with the Company, without the specific written consent of the Company.


 


3.       Assignment.
This Agreement is binding upon and will inure to the benefit of any successor-in-interest to the stock or assets of the Company
(or the stock or assets of the Company’s ultimate parent).


 






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4.       Confidentiality.
Executive agrees that Executive will maintain the confidentiality of and not disclose the terms and conditions and existence of
this Agreement to any person or entity other than Executive’s attorney, accountant, financial advisor or immediate family
member. Any person or entity to whom this Agreement is disclosed pursuant to this Section 4 will be advised of and agree to comply
with the terms of Executive’s confidentiality obligations hereunder. Breach of this Section 4 shall result in Executive’s
forfeiting all amounts due to Executive pursuant to this Agreement.


 


5.       Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if hand-delivered or if mailed by registered or certified mail, postage prepaid, addressed to Executive at Executive’s address
as it appears on the records of the Company or addressed to the Company at its principal office at 8760 Clay Road, Houston, Texas
77080. Either party may change the address at which notice shall be given by written notice given in the above manner.


 


6.       Governing
Law. This Agreement shall be governed as to its validity and effect by the laws of the State of Texas without regard to principles
of conflict of laws.


 


7.       Miscellaneous.
This instrument constitutes the entire agreement of the parties hereto and supersedes and replaces any other written or oral agreement
or understanding with respect to the subject matter hereof. This Agreement may be modified, amended or waived only by written instrument
executed by both parties. Should any valid federal or state law be found to affect any provision of this Agreement, the provision
or provisions so affected shall be automatically conformed to the law and otherwise this Agreement shall continue in full force
and effect.


 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.


 





	 	“EXECUTIVE”	 
	 	 	 
	 	/s/ Kelly Dilts	 
	 	Kelly Dilts	 
	 	 	 	 	 
	 	 	 	 	 
	 	“COMPANY”	 
	 	Francesca’s Services Corporation	 
	 	 	 	 	 
	 	By:  	/s/ Michael Prendergast	 
	 	 	Name:  	Michael Prendergast	 
	 	 	Title:	Interim Chief Executive Officer







 











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