Naked Brand Group Inc.: Exhibit 10.64 - Filed by newsfilecorp.com





6/6/2014 

Mr. Michael Flanagan 

[***]

[***]

 

Dear Michael: 

It is a pleasure to extend this offer of employment to you for
the position of Chief Operating Officer and Chief Financial Officer of Naked
Inc. This is a full time position reporting to the Chief Executive Officer of
Naked Brand Group, Inc. 

	You will receive an annual base salary of $200,000.
  
	You will be granted options equal to 1.5% of the fully diluted ownership
  of the Company with a strike price equal to the fair market value on the date
  of the approval of the grant by the Board of Directors of the Company. The
  options will vest at the rate of 25% per year starting one (1) year after your
  employment commencement date. In the event of a change of control (as defined
  in the option plan), your options will accelerate and become fully vested.
  
	You will be enrolled in the Company’s benefit’s programs as and when you
  meet the eligibility requirements, subject to the plans’ terms as amended from
  time to time.
  
	Vacation equal to 4 weeks a year, with the understanding that you will not
  take more than 2 weeks vacation in any 6 month period without the written
  permission of the CEO.
  
	Severance pay equal to three (3) months base salary in the event Naked
  Inc. should terminate your employment during your first twelve (12) months of
  employment for any reason other than “cause”. This severance amount shall
  increase to six (6) months base salary on your one (1) year anniversary and
  nine (9) months base pay on your three (3) year anniversary. 





	Confidentiality, Intellectual Property, Rights Assignment, and Non-
  Solicitation: You will sign company forms covering this provision in
  conjunction with the start of your employment.
  
	Immigration Status: You must provide a copy of Form INS I-9 along with
  proper identification, documenting that you are authorized to work in the
  United States within 3 business days from DATE. Your employment is contingent
  upon your ability to document that you are authorized to work in the United
  States. Your employment (or continued employment) may be contingent upon a
  satisfactory background/reference check. Naked will provide separate documents
  to you for your review and signature in connection with the
  background/reference check. Before Naked conducts a background check, the
  Company will provide you with the required information and documents for
  authorization.
  
	Employment at Will: At all times during your employment, you will be an
  employee "at-will." This means that either you or the Company may terminate
  the employment relationship for any reason or no reason, at any time, with or
  without cause or notice. Please be advised that the at-will status of your
  employment may not be modified except by a written agreement between you and a
  duly authorized officer of Naked and signed by both you and a duly authorized
  officer of Naked. Also, please note in particular that nothing in this letter
  changes your status as an at-will employee of the Company or guarantees your
  employment for any length of time. 


By your signature below, you acknowledge that there have been
no other representations or arrangements regarding your employment other than
those set forth in this offer letter, and the terms of this offer letter may not
be modified, altered, or changed except upon the express written consent of both
you and the CEO of the Company. 

Michael, I want to welcome you to Naked, Inc. and invite you to
sign below, indicating your acceptance of this position. Naked Brand Group, Inc.
expects to grow significantly over the next several years. We fully expect
that the successful application of your operational and financial skills will
contribute greatly to that growth. If you have any questions please do not
hesitate to contact me. 




Please return one copy of the letter to my attention at the
address below keeping another for your records. 

Naked Brand Group, Inc. 

Very Truly Yours, 

/s/Joel Primus 

Joel Primus 
President & Chief Executive Officer, Naked
Brand Group, Inc. 

Accepted by /s/Michael
Flanagan                                                     
Date June 6, 2014

Anticipated Start Date: 6/9/2014