exv10w8






Exhibit 10.8




January 17, 2008




By Overnight Mail

Lizanne Nielsen-Kindler

115 Sunnyside Avenue

Pleasantville, NY 10570



Dear Lizanne,



On behalf of The Talbots, Inc. (including its subsidiaries, “Talbots” or the “Company”) and subject
to review and approval by the Company’s Board of Directors, we are pleased to offer you the
position of Senior Vice President/General Merchandise Manager, Talbots Brand in accordance with the
following:




Base Salary, Signing Bonus, Benefits and Perquisites





	•	 	Your initial salary will be at the rate of $425,000 per annum. Your salary will be paid to
you on a bi-weekly basis. Your first review for a possible salary increase based on
demonstrated job performance will be scheduled for the first quarter of FY 2009 and annually
thereafter.






	•	 	You will receive a $150,000 signing bonus, payable as of April 1, 2008. If you voluntarily
leave Talbots or resign other than for Good Reason (as defined below) or your employment is
terminated by Talbots for Cause (as defined below) in your first year of employment, you will
be required to reimburse the Company for such $150,000 signing bonus.






	•	 	Commencing on your employment start date, you will be immediately eligible to participate
in all benefit plans currently in effect and generally available at the time to Talbots senior
executives, subject to plan terms and customary eligibility conditions. Plans are subject to
modification or termination by the Company in its discretion. Included in your benefit
package is an annual vacation benefit of four weeks. Beginning on your employment start date,
you will also be eligible for all perquisites at a level commensurate with the senior vice
president level at Talbots Brand, including an auto allowance and reimbursement of financial
planning expenses. Perquisites will not be grossed up for taxes.






	•	 	You will be entitled to reimbursement for business travel (including to the New York
product development office) and other business expenses in accordance with the Company’s
normal business expense reimbursement policy.






	•	 	You will report directly to the Chief Merchandising Officer and your start date will be on
or about January 28, 2008 (but no later than February 4, 2008).




 









 











Lizanne Nielsen-Kindler

January 17, 2008

Page 2




Annual Incentive Award Opportunity





	•	 	You will be eligible for participation in the Company’s incentive plan commencing in FY
2008. Your target award opportunity under the Company’s incentive plan will be 33% of your
base salary. There will be no bonus paid to you for the partial FY 2007. For FY 2008 only,
you will receive a minimum bonus equal to $170,000 (which is in excess of your target
opportunity level). This $170,000 bonus payment (payable prior to the end of the first
quarter of FY 2009) is guaranteed and will be paid to you whether or not the Company’s
performance goals under the Company’s 2008 incentive plan are achieved, unless you voluntarily
leave Talbots or resign other than for Good Reason (as defined below) or your employment is
terminated by Talbots for Cause (as defined below) prior to the date of payment of this
guaranteed bonus.





Equity Compensation





	•	 	You will be eligible to receive such equity incentive compensation as may be awarded from
time to time by the Company’s Compensation Committee of the Board of Directors (the
“Compensation Committee”) pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive
Plan as same may be amended or superseded from time to time. All incentive awards granted to
you will be subject to the terms of the Plan.






	•	 	Contingent upon approval by the Compensation Committee, as a special hiring inducement
award in consideration for your joining the Company, you will be awarded a one-time restricted
stock award for 30,000 shares of Common Stock of the Company, $0.01 par value per share
(“Common Stock”) pursuant to and subject to the terms and conditions of a Restricted Stock
Award Agreement to be executed by the Company and you. Contingent upon approval by the
Compensation Committee, this restricted stock award will be effective on the later of your
employment commencement date and the effective date of the Compensation Committee’s approval
and will vest in one-quarter annual increments beginning one year from the effective date of
the award.






	•	 	Contingent upon approval by the Compensation Committee, you will also be eligible to
receive a one-time Non-Qualified Stock Option to purchase 15,000 shares of Common Stock upon
your joining the Company. Contingent upon approval by the Compensation Committee, the option
price will be equal to the closing stock price on the grant date which will be the later of
your employment commencement date and the effective date of the Compensation Committee’s
approval. The option will vest in one-third annual increments beginning one year from the
effective date of the award.






	•	 	You understand and agree that the number and timing of any future stock option and
restricted stock awards to you will be subject to Compensation Committee’s sole discretion.





Relocation Package





	•	 	You will relocate to the Hingham, Massachusetts area no later than within twelve (12)
months from your employment start date. The Company will reimburse you for relocation
expenses incurred by you during the period beginning with your employment start date and
ending no later than within twelve (12) months from your employment start date in accordance
with the Company’s relocation policy (a copy of which is being providing to you




 









 











Lizanne Nielsen-Kindler

January 17, 2008

Page 3





	 	 	with this letter). The Company will also reimburse you for temporary living expenses
(two bedrooms) in the Hingham, Massachusetts area during the interim period between your
employment start date and your relocation. If you voluntarily leave Talbots or resign for
other than Good Reason (as defined below) or if your employment is terminated by Talbots
for Cause (as defined below) prior to the end of the one-year period following your
relocation, you will be required to reimburse the Company for the total relocation expenses
paid to you (excluding all temporary living expenses paid by the Company on your behalf).





Severance





	•	 	It is understood and agreed that either you or Talbots may terminate the employment
relationship at any time and for any reason upon giving thirty days’ prior written notice.
Your eligibility for severance benefits will be pursuant to and subject to the terms and
conditions of the Severance Agreement being executed between you and the Company at the same
time and attached hereto as Exhibit A (the “Severance Agreement”). Subject to the
terms of such Agreement, in the event of a termination of your employment by the Company
without Cause or by you for Good Reason, you would be entitled to receive 1.0 times your
annual base salary and 12 months benefits continuation, subject to the Company’s receipt of a
release and waiver.





Restrictive Covenants





	•	 	You agree that you will not, at any time during or following your employment, directly or
indirectly, without the express prior written consent of the Company, disclose or use any
Confidential Information of the Company. “Confidential Information” will include all
information concerning the Company or any parent, subsidiary, affiliate, employee, customer or
supplier or other business associate of the Company or any affiliate (including but not
limited to any trade secrets or other confidential, proprietary or private matters), which has
been or is received by you from the Company, or from any parent, subsidiary, affiliate or
customer or supplier or other business associate of the Company or developed by you during the
term of your employment, and which is not known or generally available to the public.






	•	 	You agree that, for a period of one year after termination or cessation of your employment
for any reason, you will not take action or make any statement, written or oral, which is
intended to materially disparage the Company or its business.






	•	 	You agree that, for a period of one year after the termination or cessation of your
employment for any reason, you will not directly or indirectly solicit, attempt to hire, or
hire any employee of the Company (or any person who may have been employed by the Company during the last year of
your employment with the Company), or actively assist in such hiring by any other person or
business entity or encourage, induce or attempt to induce any such employee to terminate his or
her employment with the Company.






	•	 	You agree that throughout your employment, and for a period of 12 months after termination
or cessation of employment for any reason, you will not work directly or indirectly in any
capacity or perform any services (including as an officer, director, employee, agent, advisor,
in any consulting capacity or as an independent contractor) for any person, partnership,
division, corporation or other entity in any business in competition with the principal
businesses carried on by the Company in any jurisdiction in which the Company actively




 









 











Lizanne Nielsen-Kindler

January 17, 2008

Page 4





	 	 	conducts business (herein, “the Business Competitors”), including for illustrative
purposes only and not limited to, Ann Taylor, Chico’s FAS, Coldwater Creek, Gap Inc., J. Crew,
Liz Claiborne or Ralph Lauren (or any of their affiliated brands, subsidiaries or successors)
(herein, the “Named Competitors”). In the event Talbots terminates your employment for Cause
and you are not entitled to severance under the Severance Agreement or any other or successor
severance agreement or arrangement to which you are then covered, this 12-month
non-competition restriction shall continue in effect without any payment of severance with
respect to the Named Competitors, but, with respect to any other Business Competitor, only for
as long as Talbots elects to continue to pay you (in accordance with its then current payroll
practices and up to a maximum period of 12 months) at a rate equal to your base salary in
effect at the time of termination.






	 	 	Your engaging in the following activities will not be deemed to be in violation of this
12-month non-competition restriction: (i) investment banking; (ii) passive ownership of less
than 2% of any class of securities of a company; and (iii) engaging or participating solely in
a noncompetitive business of an entity which also separately operates a business which is a
Business Competitor or a Named Competitor.






	•	 	You acknowledge that, with the advice of legal counsel, you understand the foregoing
non-competition and other restrictive covenants, that they are binding and enforceable against
you and that these provisions are fair, reasonable, and necessary for the protection of the
Company’s business.






	•	 	In addition to all other rights and remedies of the Company under this offer letter or
otherwise, upon breach of any of the restrictive covenants outlined above, the Company will
have the right to terminate any severance payment and benefits provided pursuant to this offer
letter (including all related agreements) or any other or successor severance agreement
covering you and will have the right to recover any severance payment and benefits previously
paid under this offer letter or such other related agreements or any other or successor
severance agreement covering you.





Definition





	•	 	“Cause” will have the meaning set forth in the Severance Agreement.






	•	 	“Good Reason” will have the meaning set forth in the Severance Agreement.





Arbitration; Mediation





	•	 	Any dispute, controversy or claim between the parties arising out of or relating to this
offer letter or all related agreements referenced herein, will be settled by arbitration
conducted in The Commonwealth of Massachusetts (before a single arbitrator who shall be a
former federal or state court judge), in accordance with the Commercial Rules of the American
Arbitration Association then in force, provided, however, you acknowledge that in the event of
a violation of the restrictive covenants set forth above, the Company would suffer irreparable
damages and will be entitled to obtain from a state or federal court in The Commonwealth of
Massachusetts or a federal or state court of any other state or jurisdiction, temporary,
preliminary or permanent injunctive relief (without the necessity of posting any




 









 











Lizanne Nielsen-Kindler

January 17, 2008

Page 5





	 	 	bond or other security), which rights will be in addition to any other rights or
remedies to which it may be entitled. You hereby irrevocably consent to the exclusive
jurisdiction of any federal court or state court located in The Commonwealth of Massachusetts,
and you hereby agree that process in any suit, action or proceeding may be served anywhere in
the world in the same manner as provided for notices to a party as provided in the Severance
Agreement. Moreover, nothing in this provision prevents you from filing, cooperating with, or
participating in any proceeding before the EEOC or a state Fair Employment Practices Agency
relating to discrimination or bias (except that you acknowledge that you may not recover any
monetary benefits in connection with any such proceeding). The decision of the arbitrator
conducting any such arbitration proceedings will be in writing, will set forth the basis
therefore and such arbitrator’s decision or award will be final and binding upon the Company
and you. The Company and you will abide by all awards rendered in such arbitration
proceedings, and all such awards may be enforced and executed upon in any court having
jurisdiction over the party against whom or which enforcement of such award is sought.
Notwithstanding the foregoing, the Company and you agree that, prior to submitting a dispute
under this offer letter to arbitration, the parties agree to submit, for a period of sixty
(60) days, to voluntary mediation before a jointly selected neutral third party mediator under
the auspices of JAMS, Boston, Massachusetts, Resolution Center (or any successor location),
pursuant to the procedures of JAMS International Mediation Rules conducted in The Commonwealth
of Massachusetts (however, such mediation or obligation to mediate will not suspend or
otherwise delay any termination or other action of the Company or affect the Company’s other
rights).





Taxes





	•	 	All payments will be subject to rules under Internal Revenue Code Section 409A. If any
payment is withheld from you for Section 409A compliance purposes, such payment will be
distributed to you following the expiration of the applicable period, with a payment of
interest thereon credited at a rate of prime plus 1% (with such prime rate to be determined as
of the actual payment date); provided, however, that any payment of interest will be made only
if and to the extent such payment is consistent with Section 409A and any regulations and other
guidance issued thereunder.





Miscellaneous





	•	 	This offer letter together with all related agreements referenced herein (collectively, the
“Documents”) constitute the entire understanding between you and the Company and cannot be
modified, altered or waived unless it is done in a writing signed by both you and the Company.
If there is any conflict between the terms of these Documents and any other document related
to your employment, the terms of these Documents will control. This offer letter is governed
by the laws of The Commonwealth of Massachusetts (other than its rules for conflicts of laws).
This agreement is personal in nature to the Company and your rights and obligations under
this agreement may not be assigned by you. This agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors (including successors by merger,
consolidation, sale or similar transaction, permitted assigns, executors, administrators,
personal representatives and heirs).






	•	 	It is the intention of the parties that the provisions of this offer letter will be
enforced to the fullest extent permissible under the laws and public policies of each state
and jurisdiction in




 









 











Lizanne Nielsen-Kindler

January 17, 2008

Page 6





	 	 	which such enforcement is sought, but that the unenforceability (or the modification
to conform with such laws or public policies) of any provisions hereof, will not render
unenforceable or impair the remainder of this offer letter. Accordingly, if any provision of
this offer letter shall be determined to be invalid or unenforceable, either in whole or in
part, this offer letter shall be deemed amended to delete or modify, as necessary, the
offending provisions and to alter the balance of this offer letter in order to render the same
valid and enforceable to the fullest extent permissible.






	•	 	By accepting this offer, you represent that you are not under any obligation or covenant to
any former employer or any person, firm or corporation, which would prevent, limit or impair
in any way the performance by you of your duties as an employee of Talbots. You have also
provided to the Company a true copy of any non-competition obligation or agreement to which
you may be subject.






	•	 	You represent that the information (written or oral) provided to the Company by you or your
representatives in connection with obtaining employment or in connection with your former
employments, work history, circumstances of leaving your former employments and educational
background is true and complete.




 









 











Lizanne Nielsen-Kindler

January 17, 2008

Page 7





	•	 	This offer is effective only through Friday, January 18, 2008 and is contingent upon a
satisfactory background check. If you wish to accept our offer as outlined above, please sign
and return this letter to me. The enclosed copy is for your records.




Lizanne, we are thrilled you are joining the “Talbots Team” and look forward to the contributions
you will make to the overall continued success of the Company!



Very truly yours,




	 	 	 	 	 
	 	 	 
	/s/ John Fiske, III
 	 	 
	John Fiske, III 	 	 
	Senior Vice President

Human Resources 	 	 
	 



Accepted and agreed

this 17th day of January, 2008




	 	 	 	 	 
	 	 	 
	     /s/ Lizanne Nielsen-Kindler
 	 	 
	Lizanne Nielsen-Kindler