Exhibit 10.29


 


BODY CENTRAL ACQUISITION CORP.


 


Martin
P. Doolan


618
Sorita Circle


Rockwall,
Texas  75032


 


October       ,
2010


 


Re:          Body Central Acquisition
Corp. Board of Directors


 


Dear
Martin:


 


We
look forward to your continued service on the Board of Directors (the “Board”)
of Body Central Acquisition Corp., a Delaware corporation (the “Company”).  By this letter, we would like to confirm our
mutual understanding of the terms of your service, including certain details
regarding your Board compensation.  Assuming the Company completes its
contemplated initial public offering (the “IPO”),
you have agreed to assume the role of Chairperson of the Board.  Your Board service and fees payable for that
service as described below shall continue for so long as you continue to serve
as a director of the Company.


 


Going
forward, while serving on the Board (and any of its committees), you will
receive compensation for your service, contingent upon completion of the IPO,
as follows:


 


·                  An annual fee of $25,000 in cash, payable
monthly, for your service as a member of the Board; and


 


·                  An additional annual fee of $25,000 in cash,
payable monthly, for your service as the Chairperson of the Board (and
including any other committee on which you may serve); and


 


·                  A per meeting attendance fee of $1,000 in
cash, payable promptly after each meeting, for your attending any meeting of
the audit, compensation and nominating and corporate governance committees as a
member of such committee.


 


Until
completion of the IPO, your Board fees shall remain as they are at $25,000 per
year.  In addition, both before and after
the IPO, you will also be reimbursed for your reasonable out-of-pocket expenses
associated with your attendance at any meeting of the Board or its committees
upon presentation of appropriately itemized documentation of the expenses as
the Company may reasonably request.  Your
fees hereunder, and the option grant described below, will be paid to you or
your family limited partnership, as you may designate in advance.


 


In
addition, subject to approval by the Board and only upon completion of the IPO,
you will be granted a non-qualified stock option to purchase 6,667 shares of
the Company’s common stock (such shares giving effect to the stock split
undertaken in connection with the IPO). 
The option will be granted on completion of the IPO and will have an
exercise price equal to the price at which common stock is sold to the public
in the IPO.  The option will be subject
to vesting with 100% vesting on the first anniversary of the date of grant and
will be governed by the terms of the Company’s Amended and Restated 2006 Equity
Incentive Plan.  A stock option agreement


 

















 


will
be provided to you on the date of grant, subject to your return of an executed
copy of this letter.


 


Upon
completion of the IPO, this letter contains all the understandings between the
parties hereto and supersedes all undertakings and agreements, whether oral or
in writing, previously entered into among the Company, you and any of your
affiliates.


 


We
look forward to continuing a mutually rewarding relationship.  Please sign below to acknowledge and agree to
the terms of this letter.


 


[Signature page follows]


 

















 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  BODY
  CENTRAL ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Enclosures


 


cc:           The Board of Directors


 


 


ACKNOWLEDGED
AND AGREED:


 


	
   

  	
   

  	
   

  
	
  Martin
  P. Doolan