LTD 1.28.2012 10K EX 10.24






Exhibit 10.24
EMPLOYMENT AGREEMENT


THIS   AGREEMENT  is  entered  into   effective  December  31,   2007,  by  and between Beauty Avenues, LLC and  Limited Brands, Inc. (hereinafter the  "Company"), and Charles  McGuigan  (the "Executive") (hereinafter collectively referred to as "the  parties").


WHEREAS, the  Executive is  employed as the  President for  Beauty Avenues, LLC and  has  experienced in  various phases  of  the  Company's business and  does  possess an   intimate  knowledge of  the   business  and   affairs  of  the   Company  and   its   policies, procedures, methods, and personnel; and


WHEREAS, the  Company has  determined that   it is  essential and  in  its  best interests  to   retain  the   services  of   key   management  personnel  and   to   ensure their continued dedication and efforts; and


NOW,   THEREFORE,   in    consideration   of    the    foregoing   and    the respective  agreements  of   the   parties  contained  herein,  the   parties  hereby  agree   as follows:


1.       Term.    The  initial term of  employment under  this  Agreement shall  be for  the   period  commencing on  December  31,   2007   (the  "Commencement Date")  and ending on the  fifth anniversary of the  Commencement Date  (the "Initial Term"); provided, however, that  thereafter this  Agreement shall  be automatically renewed from  year  to  year, unless  (a)  either the  Company or the  Executive shall  have  given  written notice to the  other at  least  thirty (30) days  prior   thereto that   the  term of  this   Agreement shall  not  be  so renewed or (b)  the  Agreement is terminated pursuant to the  provisions of Section 9 of this Agreement.


2.     Employment.


(a)        Position.  The  Executive shall  be  employed as the  President of Beauty  Avenues,  LLC  or  such   other  position  as  may   be  determined  by  the   Board   of Directors, if such  position does  not  decrease the  Executive's overall total compensation and  maintains the  Executive's status on the  Executive's Leadership Team.   The  Executive shall   perform  the   duties,  undertake  the   responsibilities,  and   exercise  the   authority customarily  performed,  undertaken,  and   exercised  by   persons  employed  in  a  similar executive capacity.


(b)     Obligations.  The Executive agrees  to devote the  Executive's full business time and  attention to  the  business and  affairs of the  Company.  The  foregoing, however, shall  not  preclude the  Executive from  serving on  corporate, civic, or  charitable boards  or committees or managing personal investments, so long  as such  activities do not interfere with  the  performance of the  Executive's responsibilities hereunder.


3.         Base  Salary.   The  Company agrees   to  pay  the  Executive an  annual Base  Salary   at  the  rate  of  Eight  Hundred Twenty-Five Thousand Dollars ($825,000.00), less  applicable withholding.  This  Base Salary  will  be subject to  annual review and  may  be increased from  time to time  in the  discretion of the  Company, based  on factors such as the Executive's responsibilities, compensation of similar executives within the  Company and in other   companies, the  Executive's performance, and  other pertinent factors.    Such  Base Salary  shall  be payable in  accordance with  the  Company's customary practices applicable to its  executives.


4.          Equity Compensation.  The  Executive shall  be eligible for  such  future equity-based awards as may  be commensurate with  his position and performance.


5.         Employee  Benefits.   The Executive  shall be entitled to participate in all employee  benefit  plans, practices,  and  programs maintained by the  Company  and  made available  to  similarly situated executives generally  and  as may  be in  effect  from  time  to time.   The Executive's  participation in such plans, practices  and programs shall be on the same  basis  and  terms  as are  applicable  to  similarly situated executives  of the  Company generally.











6.     Bonus.


(a)       The Executive  shall be entitled to participate in the Company's applicable  incentive  compensation plan at a target  level of seventy  percent (70%) of the Executive's  Base Salary on such terms  and conditions as determined from time  to time  by the Board.


(b)       The  Executive  shall  be eligible  to  a success bonus  for  Project Insight under  the  same  terms  and  conditions  that  are  set  forth  in  the  Executive's  Offer Letter  dated March 5, 2004.


Other Benefits.


(a)     Benefits.   The Executive  shall be entitled to all other  benefits  as similarly situated  executives.


(b)     Expenses.  Subject  to applicable  Company  policies, the Executive shall be entitled to  receive  prompt reimbursement of all expenses  reasonably  incurred  in connection   with  the  performance of  the  Executive's  duties  hereunder   or  for  promoting, pursuing, or otherwise  furthering the business or interests of the Company.


(c)       Office  and  Facilities.     The  Executive   shall   be  provided   with appropriate  offices   and   with    such   secretarial    and   other    support    facilities    as   are commensurate  with   the   Executive's   status   with   the   Company   and  adequate   for  the performance of the Executive's  duties  hereunder.


(d)     Relocation.     The Company  agrees that  the Executive  has until
May 5, 2009 to start  his relocation under the Company's  relocation  policy.


8.  Paid Time Off (PTO) Program.   The Executive  shall be entitled to paid time off in accordance  with  the policies  as periodically established  by the Company  for similarly situated  executives  of the Company.


9.   Termination.   The  Executive's  employment hereunder   is  subject  to  the following  terms  and conditions:


(a)     Disability. The Company  shall be entitled to terminate the Executive's  employment after  having  established  the  Executive's  Disability.  For purposes of  this  Agreement,  "Disability" means  a  physical  or  mental  infirmity which  impairs  the Executive's  ability  to substantially perform  the Executive's  duties  under  this Agreement  for a period  of  at  least  six  months  in  any  twelve-month calendar  period  as determined in accordance with the Company's  Long-Term  Disability  Plan.


(b)     Cause.  The Company shall be entitled to terminate the Executive's  employment  for  "Cause"  without   prior  written notice.  For purposes  of  this Agreement,  "Cause"  shall   mean  that   the   Executive  (1)   was  grossly   negligent   in  the performance of  the  Executive's  duties  with  the  Company  (other  than  a failure  resulting from  the Executive's  incapacity  due to physical or mental  illness); or (2)  has plead "guilty" or  "no   contest" to  or  has  been  convicted of  an  act  which   is  defined as  a  felony   under federal or state  law; or  (3) engaged in  misconduct in  bad  faith  which  could  reasonably be expected to  materially harm the  Company's business or its  reputation. The Executive shall be  given written notice  by  the  Company of  a termination for  Cause,  which  shall  state  in detail the  particular act  or acts  or  failures to  act  that  constitute the  grounds on  which  the termination for Cause is based.


(c)     Termination by the  Executive.  The Executive may  terminate employment  hereunder without "Good  Reason" by  delivering to  the  Company, not   less than  thirty (30) days  prior to  the  Termination Date,  a written Notice  of Termination.   The Executive may  terminate employment hereunder for  "Good  Reason"  by  delivering to  the Company not  less than  thirty (30) days  prior to  the  Termination Date,  a written Notice  of Termination setting forth  in reasonable detail the  facts  and  circumstances which  constitute Good  Reason. For  purposes of  this  Agreement, "Good  Reason" means   (i) the  failure to continue the  Executive in a capacity contemplated by Section 2, above; (ii) the  assignment to the   Executive  of  any   duties  materially  inconsistent with   the   Executive's position or duties, as set  forth  in  Section  2 hereof; (iii) a reduction in  or a material delay  in payment of the  Executive's total cash compensation and benefits from  those  required to be provided in  accordance with  the  provisions of this  Agreement; (iv) the  Company, the  Board  or 









any person controlling the  Company requires the  Executive to  be  based  outside of the  United States, other than  on  travel reasonably required to  carry   out  the  Executive's obligations under the   Agreement; or  (v) the   failure of  the   Company  to  obtain the   assumption in writing of its  obligation to  perform this  Agreement by  any  successor  to  all or substantially all  of  the  assets  of  the  Company within  15  days  after   a  merger, consolidation, sale,  or similar transaction provided, however, that  "Good  Reason" shall  not  include (A)  acts  not taken in  bad  faith  which  are  cured  by the  Company in  all  material respects not  later  than thirty  (30)  days   from   the   date   of   receipt  by   the   Company  of   a  written  Notice   of Termination identifying in  reasonable detail the  act  or  acts  constituting "Good  Reason" or (B)  acts  taken  by  the  Company by  reason  of  the  Executive's physical or  mental infirmity which  infirmity impairs the  Executive's ability to substantially perform his  duties  under  this Agreement.


(d)     Notice  of Termination. Any purported termination for Cause by the  Company or  for  Good  Reason  by  the  Executive shall  be  communicated by  a  written Notice  of  Termination to  the  other two  weeks  prior to  the  Termination Date  (as  defined below).     For  purposes of  this  Agreement, a "Notice of  Termination" shall  mean  a  notice which  indicates the  specific  termination provision in  this  Agreement relied upon  and  shall set  forth in  reasonable detail the  facts  and  circumstances claimed to  provide a basis  for termination  of   the   Executive's  employment  under   the   provision  so   indicated.     Any termination  by  the   Company other  than   for  Cause  or  by  the   Executive  without  Good Reason  shall  be communicated by  a written Notice  of Termination to  the  other party four (4)  weeks  prior to  the  Termination Date.      However, the  Company may  elect  to  pay  the Executive in lieu of four  (4)  weeks  written notice.  For purposes of this  Agreement, no such purported  termination of employment shall be effective without such Notice of Termination.


10.     Compensation Upon  Certain Terminations by the  Company


(a)       If during the  term of the  Agreement (including any  extensions thereof), whether or  not   following a  Change   in  Control (as  defined in  the  applicable Change   in Control Provision), the  Executive's employment is terminated by  the  Company for  Cause or  by  reason  of  the  Executive's death, or  if  the  Executive gives  the  Company a  written Notice   of  Termination other than  one  for  Good  Reason,  the  Company's sole  obligations hereunder shall be to pay the  Executive  the  following amounts  earned  hereunder but  not paid  as  of  the  Termination Date:    (i) Base Salary,  (ii)   reimbursement  for  any  and  all monies  advanced  or expenses  incurred pursuant to Section  7(b)  through the Termination Date,  and  (iii)   any  earned  compensation  which  the  Executive   had  previously  deferred (including any interest  earned  or credited  thereon)(collectively, "Accrued  Compensation"). The Executive's  entitlement to  any  other  benefits  shall be determined in  accordance  with the Company's  employee  benefit  plans then in effect.


(b)     If the  Executive's   employment  is  terminated by  the  Company  other than  for Cause (including a termination by reason  of the  Company's  written notice  to  the Executive  of its  decision  not  to extend  the  Employment Agreement  pursuant to Section  1 hereof)  or  by  the  Executive  for  Good Reason, the  Company's  sole obligations hereunder should be as follows:


(i)     the Company shall pay     the Executive the Accrued Compensation;


(ii)     in consideration of the Executive  signing  a General Release:


(A)     the  Company   shall  continue   to  pay  the  Executive   his Base Salary for a period  of one ( 1) year following the Termination Date; and


(B)     the Company shall pay the Executive any incentive compensation   under   the  plan  described   in  Section   6  that   the   Executive   would   have received  if the Executive  had remained  employed with  the Company  for a period  of one (1) year after  the Termination Date.


(iii)       provided,  however,   that    if   the   Executive's   employment  is terminated by  the  Company  other  than  for  cause  or  by  the  Executive  for  Good Reason during  the  24-month period  immediately following a Change of Control  (as defined  in the Company's Stock Option  and Performance Incentive Plan) in consideration of the Executive signing  a General Release the  Company  shall pay  the  Executive  his Base Salary  for  one additional  year after  payments have ended under Section 10(b)(ii).











(c)        If the   Executive's   employment  is  terminated  by  the   Company   by reason  of the  Executive's  Disability, the  Company's  sole  obligations hereunder  shall be as follows:






(i)    the  Company   shall   pay   the   Executive   the   Accrued Compensation; and


(ii)    the Executive  shall be entitled to receive  any disability benefits available  under the applicable  Long Term Disability Plan.


(d)     For  up  to  twelve   (12)   months   during   the  period  the  Executive   is receiving  salary  continuation  pursuant  to  Section  10(b)(ii) hereof,  the  Company   shall, provide   to  the  Executive  and  the  Executive's   beneficiaries medical  and  dental  benefits substantially similar  in the  aggregate  to the  those  provided to  the  Executive  immediately prior  to  the  date  of the  Executive's  termination of employment; provided, however, that the   Company's   obligation  to   provide   such  benefits   shall   cease  upon  the   Executive's becoming  eligible  for such benefits  as the result  of employment with  another  employer.


(e)     Executive  shall not be required  to mitigate the amount  of any payment provided  for  in  this  Section  10  by  seeking  other  employment or  otherwise  and  no  such payment   or   benefit   shall   be  eliminated,  offset   or   reduced   by   the   amount   of   any compensation provided to the Executive in any subsequent employment, except as provided in Section 10(d).




11.     Employee Covenants.


(a)     For the  purposes  of this  Section  11, the  term  "Company"  shall include  Limited  Brands, Inc.  and all of its subsidiaries  and affiliates thereof.


(b)     Confidentiality.  The Executive  shall not, during  the  term  of this Agreement   and  thereafter,  make  any  Unauthorized  Disclosure. For  purposes   of  this Agreement,  "Unauthorized  Disclosure"   shall   mean  use  by  the   Executive   for   his  own benefit, or  disclosure   by  the  Executive   to  any  person  other   than   a  person  to  whom disclosure  is reasonably necessary  or  appropriate in connection  with  the  performance by the  Executive  of duties  as an executive  of the Company  or as may  be legally  required, of any   confidential  information   relating   to   the   business   or   prospects   of  the   Company (including, but  not limited to, any information and materials pertaining to any Intellectual Property  as  defined  below);  provided, however, that  Unauthorized Disclosure  shall  not include  the use or disclosure  by the Executive  of any publicly  available  information (other than  information available  as a result  of  disclosure  by  the  Executive  in  violation  of  this Section  11(b)). This confidentiality covenant  has no temporal, geographical or  territorial restriction.


(c)     Non-Competition.  During  the Non-Competition Period described below,  the  Executive  shall not,  directly  or indirectly, without  the  prior  written consent  of the  Company,  own,   manage,   operate,  join,   control,  be  employed   by,  consult   with  or participate in the ownership, management, operation or control  of, or be connected  with (as   a   stockholder,  partner,  or   otherwise),  any   business,   individual, partner, firm, corporation, or other  entity that  competes  or plans to compete, directly  or indirectly, with the  Company,  or any  of its  products; provided, however, that  the  "beneficial  ownership" by the Executive  after  termination of employment with  the Company, either  individually or as a member  of a "group," as such terms  are used in Rule 13d  of the  General Rules and Regulations  under the Securities  Exchange Act of 1934, as amended  (the  "Exchange Act"), of not  more  than  two  percent  (2%) of the  voting  stock  of any  publicly  held  corporation shall not be a violation of Section 11 of this Agreement.


The "Non-Competition Period"  means  the  period  the  Executive is  employed  by  the  Company  plus  the  longer  of  (a)  one  (1)  year  from  the  Termination Date  or   (b)   the   period   during   which   the   Executive   receives   salary   continuation   as described in Section 10(b)  above.


(d)     Non-Solicitation. During  the  No-Raid  Period  described  below, the  Executive  shall  not  directly   or  indirectly solicit,  induce  or  attempt to  influence  any employee  to  leave  the  employment of the  Company,  nor  assist  anyone  else in  doing  so. Further,  during  the  No-Raid  Period, the  









Executive  shall  not,  either  directly   or  indirectly, alone or in conjunction with  another  party, interfere with  or harm, or attempt to interfere with  or harm,  the  relationship of the  Company,  with  any person  who at  any time  was an employee,  customer  or supplier  of the  Company, or otherwise  had a business relationship with the Company.


The   "No-Raid   Period"   means   the   period   the   Executive   is employed  by the Company  plus the  longer  of (a)  one (1)  year from  the Termination Date or (b)  the  period  during  which  the  Executive  receives  salary  continuation as described  in Section 10(b), above.


(e)         Intellectual Property.  The Executive agrees that all inventions, designs  and  ideas  conceived,  produced, created,  or reduced  to  practice, either  solely  or jointly with  others, during  the Executive's    employment with  the Company  including those developed  on  the  Executive's     own  time,  which  relates  to  or is useful  in  the  Company's business  ("Intellectual Property") shall  be owned  solely  by the  Company.    The Executive understands that  whether  in preliminary or final  form,  such Intellectual Property  includes, for example, all ideas, inventions, discoveries,  designs, innovations, improvements, trade secrets, and  other  intellectual property.     All Intellectual Property  is either  work  made  for hire  for the  Company  within  the  meaning  of the  United  States  Copyright Act, or, if such Intellectual Property   is  determined not  to  be  work  made  for  hire,  then  the  Executive irrevocably assigns  all rights,  titles  and interests in and to the Intellectual Property  to the Company,  including all copyrights, patents,  and/or  trademarks.    The Executive  agrees  to, without any  additional   consideration, execute  all  documents   and  take  all  other  actions needed  to  convey  the  Executive's   complete  ownership of the  Intellectual Property  to the Company  so that  the Company  may own and protect  such Intellectual Property  and obtain patent, copyright and trademark registrations for  it.    The Executive  also  agrees  that  the Company  may  alter  or modify  the Intellectual Property  at the  Company's  sole discretion, and  the   Executive   waives   all   right   to  claim   or  disclaim   authorship.    The   Executive represents and  warrants that  any Intellectual Property  that  the  Executive  assigns  to  the Company,  except  as otherwise  disclosed  in writing at the  time  of assignment, will  be the Executive's  sole exclusive  original  work.   The Executive  also represents  that  the Executive has  not  previously  invented any  Intellectual Property   or  has  advised  the  Company   in writing of any prior  inventions or ideas.


(f)     Remedies.   The Executive  agrees  that  any breach  of the  terms of this  Section 11 would result  in irreparable injury and damage  to the Company  for which the Company  would have no adequate  remedy  at law; the Executive  therefore also agrees that  in the event  of said breach  or any threat  of breach,  the  Company  shall be entitled to an immediate injunction and restraining order  to prevent, such breach  and/or  threatened breach  and/or   continued   breach  by  the  Executive   and/or any  and  all  persons  and/or entities  acting  for and/or with the Executive, without having  to prove  damages.  The terms of  this   paragraph  shall  not  prevent   the  Company   from   pursuing any  other   available remedies  for  any  breach  or  threatened breach  hereof,  including but  not  limited to  the recovery  of  damages  from  the  Executive.  The Executive  and  the  Company  further  agree that  the confidentiality provisions and the covenants  not to compete  and solicit  contained in this  Section  11 are reasonable  and that  the  Company  would  not  have entered  into  this Agreement  but  for  the  inclusion  of  such  covenants  herein. The  parties  agree  that  the prevailing party  shall be entitled to all costs and expenses, including reasonable  attorneys' fees and costs, in addition  to any other  remedies  to which either  may be entitled at law or in  equity. Should  a  court  determine, however, that  any  provision   of  the  covenants   is unreasonable, either  in period  of time,  geographical area, or otherwise, the  parties  hereto agree that  the covenant  should be interpreted and enforced  to the maximum extent  which such court deems reasonable.


The provisions  of this  Section  11 shall  survive  any termination of  this  Agreement, and  the  existence  of  any  claim  or  cause  of  action  by  the  Executive against   the  Company,   whether   predicated   on  this   Agreement   or  otherwise,  shall   not constitute  a   defense   to   the   enforcement  by   the   Company   of   the   covenants   and agreements of this  Section 11; provided, however, that  this  paragraph  shall not, in and of itself,   preclude  the  Executive  from  asserting   or  defending   a  legal  claim  regarding the enforceability of the covenants  and agreements  of this  Section 11.











12.   Employee   Representation.     The   Executive   expressly   represents   and warrants  to  the  Company  that  the  Executive  is not  a party  to any  contract  or agreement and is not  otherwise obligated  in any  way, and is not  subject  to any rules  or regulations, whether  governmentally imposed  or otherwise, which  will  or may  restrict  in any  way the Executive's  ability   to  fully  perform   the  Executive's  duties  and  responsibilities under  this Agreement.


13.     Successors and Assigns.


(a)       This  Agreement   shall  be  binding   upon  and  shall  inure  to  the benefit  of the  Company,  its  successors  and  assigns,  and  the  Company  shall  require  any successor or assign to expressly  assume and agree to perform  this Agreement  in the same manner  and to  the  same  extent  that  the  Company  would  be required  to  perform  it if  no such succession or assignment had taken  place.   The term  "the  Company"  as used herein shall include  any  such successors  and  assigns  to  the  Company's  business  and/or  assets. The term  "successors and assigns"  as used herein  shall mean a corporation or other  entity acquiring   or  otherwise   succeeding  to,  directly   or  indirectly, all   or  substantially  all  the assets and business  of the  Company  (including this  Agreement) whether  by  operation  of law or otherwise.


(b)       Neither  this Agreement  nor any right  or interest hereunder  shall be assignable or transferable by the Executive, the Executive's  beneficiaries or legal representatives, except  by will or by the laws of descent and distribution.  This Agreement shall   inure   to   the   benefit   of  and   be  enforceable   by  the   Executive's   legal   personal representative.


14.      Arbitration.   Except  with  respect  to  the  remedies  set  forth  in  Section 11(f) hereof,  any  controversy or claim  between  the  Company  or any  of its  affiliates  and the Executive  arising  out of or relating  to this Agreement  or its termination shall be settled and determined by a single  arbitrator whose award  shall be accepted as final  and binding upon the parties.   The American  Arbitration Association, under  its Employment Arbitration Rules,  shall   administer  the   binding   arbitration.    The  arbitration  shall   take   place  in Columbus,  Ohio.    The Company  and the Executive  each waive any right  to a jury  trial  or to a petition for stay  in any  action  or proceeding  of any  kind  arising  out  of or relating  to this  Agreement  or its termination and agree that  the arbitrator shall have the authority to award costs and attorney fees to the prevailing party.


15.     Notice.     For  the  purposes  of  this  Agreement, notices  and  all  other communications provided for in  the  Agreement  (including the Notice of Termination) shall be in writing  and shall be deemed  to  have  been duly  given  when personally  delivered  or sent  by  registered   or  certified mail,  return  receipt  requested,  postage  prepaid,  or  upon receipt  if overnight delivery  service or facsimile is used, addressed  as follows:


To the Executive: 
Charles McGuigan
3145 East Addison
Alpharetta, GA 30022




To the Company: 
Limited  Brands, Inc. 
Three Limited  Parkway 
Columbus, Ohio  43230
Attn:   Secretary




16.     Settlement of Claims.     The Company's obligation to make the payments   provided  for   in  this   Agreement   and   otherwise to perform  its obligations hereunder   shall  not  be affected  by  any  circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense, or other  right  which  the  Company  may  have against  the Executive  or others.











17.     Miscellaneous.     No  provision of  this   Agreement   may   be  modified, waived, or discharged  unless such waiver,  modification, or discharge is agreed to in writing and signed  by the  Executive  and the  Company.   No waiver  by either  party  hereto  at any time  of  any  breach  by  the  other  party  hereto  of,  or  compliance   with,  any  condition or provision of this Agreement  to be performed by such other  party  shall be deemed a waiver of similar  or dissimilar  provisions or conditions  at the  same or at any prior  or subsequent time. No  agreement  or  representations,  oral  or  otherwise,  express  or  implied, with respect  to  the  subject   matter   hereof  have  been  made  by  either  party   which  are  not expressly  set forth  in this Agreement.


18.       Governing  Law.   This Agreement  shall  be governed  by  and  construed and enforced  in accordance  with  the  laws of the State  of Ohio without  giving  effect to the conflict  of law principles  thereof.


19.       Severability.    The  provisions of  this   Agreement   shall   be  deemed severable  and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other  provisions hereof.


20.     Entire Agreement.  This  Agreement  along  with  the  Executive's   Offer Letter  constitutes the  entire  agreement between  the  parties  hereto  with  respect  to  the subject  matter hereof  and  supersedes  all  prior  agreements,  if  any,  understandings  and arrangements, oral  or  written, between  the  parties  hereto   with  respect  to  the  subject matter  hereof.


IN  WITNESS WHEREOF, the  Company  has  caused  this  Agreement  to be executed  by its duly  authorized officer  and the Executive  has executed  this  Agreement as of the day and year first above written.




                	
					
	 
	LIMITED BRANDS, INC.

	 
	BEAUTY AVENUES, LLC

	 
	 
	 
	 
	 

	 
	By:
	/s/ LESLIE H. WEXNER
	 
	 

	 
	 
	Name: Leslie H. Wexner
	 
	Date

	 
	 
	 
	 
	 

	 
	 
	/s/ CHARLES MCGUIGAN
	 
	1/29/2008

	 
	 
	Charles McGuigan
	 
	Date



















AMENDMENT TO AGREEMENT






WHEREAS, Limited Brands, Inc. (the "Company"), and Charles McGuigan,  an employee of the Company (the "Executive") have previously entered into an agreement regarding the terms and conditions of Executive's employment  with the Company,  effective December 31, 2007 (the "Agreement"); and


WHEREAS, the parties desire to amend the Agreement  in a manner that reflects the parties best good faith efforts to comply with the provisions  of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for the benefit of the Executive.


NOW, THEREFORE, the Company and the Executive,  intending  to be legally bound hereby agree that the Agreement  will be amended as follows:


1.     Section 6(a) of the Agreement  is amended by adding the following  new sentence at the end thereof:


"The bonus will be paid at such time and in such manner as set forth in the applicable  incentive compensation plan."


2.     Section 7(b) of the Agreement  is amended by inserting the following  new sentence at the end thereof:


"In no event shall such an expense be reimbursed  after the last day of the year following the year in which the expense was incurred."


3.     Section 9 (d) is amended in its entirety as follows:


"Notice  of Termination. Any purported termination  for Cause by the Company or for Good Reason by the Executive shall be communicated by a written Notice of Termination to the other two weeks prior to the Termination  Date (as defined below).  For purposes of this Agreement,  a "Notice  of Termination" shall mean a notice which indicates the specific termination  provision in this Agreement  relied upon and shall set forth in reasonable detail the facts and circumstances  claimed to provide a basis for termination  of the Executive's employment  under the provision so indicated.  Any termination  by the Company other than for Cause shall be communicated  by a written Notice of Termination
to the Executive two (2) weeks prior to the Termination Date. However,  the Company may elect to pay the Executive  in lieu of two (2) weeks written notice.  Any termination  by the Executive without Good Reason shall be communicated  by a written Notice of Termination to the Company three (3) months prior to the Termination  Date.  For purposes of this Agreement,  no such purported  termination  of employment  shall be effective without such Notice of Termination."


4.     Section  10(a) of the Agreement  is amended by adding the following after the first sentence therein:


"In the event the Executive's employment  is terminated  under this Subsection  (a), Accrued Compensation  will be paid within 60 days of the date of the Executive's Termination  Date or death."


5.     Section 10(b)(i) of the Agreement is amended by inserting the following at the end thereof:


"within  60 days of the Executive's Termination Date."


6.     Section 10(b)(ii)(A)  of the Agreement is amended by inserting the following  new paragraph at the end thereof:











"Each of the payments of severance under this Section  10(b)(ii)(A) are designated  as separate payments for purposes of determining  if the payment qualifies as a Short-Term  Deferral or as Involuntary Separation  Pay.  Payments that are (i) Short-Term  Deferrals,  and (ii) any additional  payments that are Involuntary  Separation Pay are excepted from the requirements  of Code Section 409A.  To the extent payments of severance under this Section 10(b)(ii)(A) during the first six month period following Executive's Termination Date do not qualify as a Short-Term  Deferral or Involuntary  Separation Pay, the payments shall be withheld and the amount of the payments withheld will be paid in a lump sum on
the last day that any such severance is considered  a Short-Term Deferral or Involuntary  Separation  Pay."
		
	7. 
	Section 10(b)(ii)(B)  is deleted and the following  is inserted in lieu thereof:


    
 "the Company shall pay the Executive, at such time and in such manner as set
forth in the applicable incentive compensation  plan, any incentive compensation
under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination  Date;"
		
	8. 
	Section 10(c)(i) of the Agreement is by inserting the following at the end thereof: 


"within 60 days of the Executive's Termination Date."
9.          The following new Section 10(f) is added to the Agreement as follows: 
"(f)     Certain Definitions.


(i)     For purposes of this Agreement, 'Short- Term Deferral' means payments pursuant to the rules under Treasury Regulation Section 1.409A-l(b)(4)(i) that are made on or before the 15th day of the third month of (i) the calendar year following the applicable year of termination, or (ii) if later, the Company's tax year following the applicable year of termination. Such amounts are excepted from Code Section 409A.  A payment that will or may occur later than the end of the applicable 2-1/2 month period is not considered to be a Short-Term Deferral.
(ii)     For purposes of this Agreement 'Involuntary Separation Pay' means payments pursuant to the rules under Treasury Regulation Section 1.409A-1(b)(9)(iii) that are made on or before the last day of the second calendar year following the year of Executive's  involuntary separation from service and do not
exceed the lesser of two times Base Salary or two times the limit under Code Section 401(a)(17) then in effect."


IN WITNESS WHEREOF, the parties have executed this amendment, in duplicate, on the dates set forth below.
                	
					
	 
	LIMITED BRANDS, INC.

	 
	 
	 
	 
	 

	 
	By:
	/s/ DOUGLAS L. WILLIAMS
	 
	12/23/2008

	 
	 
	Douglas L. Williams
	 
	Date Signed

	 
	 
	Senior Vice President,
	 
	 

	 
	 
	General Counsel
	 
	 

	 
	 
	 
	 
	 

	 
	 
	EXECUTIVE
	 
	 

	 
	 
	 
	 
	 

	 
	 
	/s/ CHARLES MCGUIGAN
	 
	12/1/2008

	 
	 
	Charles McGuigan
	 
	Date Signed

















EMPLOYMENT AGREEMENT AMENDMENT


This Amendment to the Employment Agreement (defined below) is effective March 15, 2012 and is entered into between Limited Brands, Inc. (the “Company”) and Charles McGuigan (the “Executive”) and shall for all purposes constitute and be deemed an amendment to the Employment Agreement entered into as of December 31, 2007, by and between Limited Brands, Inc., Beauty Avenues, LLC and the Executive.  The Employment Agreement, as modified by this Amendment, shall govern the terms and conditions of Executive's employment relationship with the Company.


WHEREAS, nothing in this Amendment shall cancel or modify any previous grant of stock options or restricted stock which was previously granted to the Executive or any rights to repurchase shares represented by such grants;


WHEREAS, the Executive and the Company desire to cause the Employment Agreement to be amended as provided herein; and


NOW, THEREFORE, in consideration of the foregoing and the respective agreements of the parties contained herein, the parties agree to amend the Executive's Employment Agreement as follows:


1.    Section 9 (d) is amended in part as follows:


(d)  Executive agrees that as part of the consideration for the Equity Grant that will be granted to him on or about March 31, 2012 that if he decides to resign his employment with the Company for reasons other than “Good Reason” to provide the Company with three (3) months prior written notice.
		
	2.
	Section 10 is amended in its entirety as follows: Compensation Upon Certain Terminations by the Company


(a)      If during the term of the Agreement (including any extensions thereof), whether or not following a Change in Control (as defined below), the Executive's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives written notice not to extend the term of this Agreement, the Company's sole obligations hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date:  (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section
7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon)(collectively, “Accrued Compensation”).  The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect.


(b)     If the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason, in each case other than during the 24-month period immediately following a Change in Control, the Company's sole obligations hereunder shall be as follows:


(i)    the  Company  shall  pay  the  Executive  the  Accrued Compensation;


(ii)    the Company shall continue to pay the Executive the Base Salary for a period of one (1) year following the Termination Date;


(iii)         in  consideration  of  the  Executive  signing  a  General Release, the Company shall (A) pay the Executive any incentive compensation under the plan described in Section 6 that the Executive would have received if he had remained employed with the Company for a period of one (1) year after the Termination Date; (B) pay the Executive his Base Salary for one additional year after payments have ended under Section 10(b)(ii).


(c)      If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligations hereunder shall be as follows:


(i)    the  Company  shall  pay  the  Executive  the  Accrued Compensation; and


(ii)    the  Executive  shall  be  entitled  to  receive  disability benefits available under the Company's Executive Long Term Disability Plan.











(d)   If the Executive's employment is terminated by reason of the Company's written notice to the Executive of its decision not to extend the Employment Agreement pursuant to Section 1 hereof, the Company's sole obligation hereunder shall be as follows:
(i)    the  Company  shall  pay  the  Executive  the  Accrued Compensation;


(ii)    the Company shall continue to pay the Executive his Base Salary for a period of one (1) year following the expiration of such term; and


(iii)    in  consideration  of  the  Executive  signing  a  General Release, the Company shall (A) pay the Executive any incentive compensation under the plan described in Section 6 that the Executive would have received if he had remained employed with the Company for a period of one (1) year after the Termination Date; and (B) pay the Executive his Base Salary for one additional year after payments have ended under Section 10(d)(ii).


(e)     For up to eighteen (18) months during the period the Executive is receiving salary continuation pursuant to Section 10(b), 10(c)(ii) or 10(d) hereof, the Company shall, at its expense, provide to the Executive and the Executive's beneficiaries medical and dental benefits substantially similar in the aggregate to the those provided to the Executive immediately prior to the date of the Executive's termination of employment; provided, however, that the Company's obligation to provide such benefits shall cease after eighteen (18) months or the Executive's first day of employment, whichever is earlier.


(f)      In the event Executive becomes entitled to any payments under Section 10(g), the Company will have no obligation to make any payments set forth in Sections 10(b), (c), or (d) or provide the benefits set forth in Section 10(e).
(g)     If the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason, in each case during the 24 consecutive month period immediately following a Change in Control, the Company's sole obligations hereunder subject to the Executive's execution of a General Release, shall be as follows:


(i) the Company shall pay the Executive the Accrued Compensation;


(ii)   the Company shall pay the Executive a lump sum payment in cash no later than ten (10) business days after the Termination Date in an amount equal to two times Executive's Base Salary;


(iii)  the Company shall pay the Executive a lump sum payment in cash no later than ten (10) business days after the Termination Date in an amount equal to the sum of the last four (4) bonus payments the Executive received under the Company's incentive compensation plan described in Section 6 and a pro-rata amount for the season in which the Executive's employment is terminated based on the average of the prior four (4) bonus payments and the number of days the Executive is employed during such season; and


(iv) the Company shall reimburse the Executive for all documented legal fees and expenses reasonably incurred by the Executive in seeking to obtain or enforce any right or benefit provided by this Section 10(g) or Section 10(h).
(h)     Except as provided in Section 10(e), the Executive shall not be required to mitigate the amount of any payment provided for in this Section 10 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 10 be reduced by any compensation earned by the Executive as the result of employment by another employer.


IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written.
                                        	
					
	 
	LIMITED BRANDS, INC.

	 
	 
	 
	 
	 

	 
	By:
	 
	 
	 

	 
	Name:
	 
	 
	 

	 
	Title:
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	Charles McGuigan