LTD 1.28.2012 10K EX 10.23






Exhibit 10.23
EMPLOYMENT AGREEMENT


THIS  AGREEMENT  is  entered into by  and  between Bath &  Body  Works Brand  Management, Inc.  (hereinafter  the  "Company"), and  Nick Coe (the "Executive") (hereinafter collectively referred to as the  "parties").


WHEREAS,   the    Executive will  be   employed  as   the    Chief    Executive Officer of the Company  and  has experience 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.


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


1 Term. This  Agreement shall  commence on the  Executive's first day  of employment  (the  "Commencement Date")  and continue until terminated pursuant  to the provisions of Section  9 of this  Agreement.


2. Employment.


(a) Position. The  Executive's first  day   of  employment with the  Company shall be  July   5,  2011. The Company and  the  Executive agree that until  the Executive assumes  the position of Chief    Executive Officer,  the Executive will not  have any   advisory or  operational role with the   Company  and that  his   sole responsibility  during  this  period  will  be   to   onboard  with  the Company. Effective August 1, 2011, the   Executive will  assume the   position  of Chief  Executive Officer of  the  Company and  shall  perform the  duties, undertake the responsibilities, and   exercise  the  authority  customarily  performed,  undertaken,  and exercised  by   persons  employed  in  a  similar  executive  capacity.  Further,  prior   to August  1, 2012, the  Executive shall  not  have  any  involvement or  responsibilities with any  other  subsidiary of Limited Brands, Inc.


(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 materially 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 Thousand Dollars ($800,000.00),  less applicable withholdings. Beginning in  2012, this  Base Salary will  be subject to annual review  and may  be increased, but  not  reduced, 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   Company, within  ten (10)  days of the   Commencement Date, shall grant to  the   Executive restricted  shares of  the Company's common  stock   with   a  value   of  One  Million   Dollars ($1,000,000.00).  Said grant   shall  be  subject  to  the  terms   and  conditions set  forth in  the  Company's   Stock Option  and Performance Incentive  Plan  ("Plan") and  in  the  respective stock   grant.  Beginning in  2012  the  Executive shall  also  be eligible for  such  other additional future equity-based awards as may  be commensurate with his  position and  performance  as determined  by  the   Compensation Committee. With   respect  to  the   Executive's  2012 grant, the  Company  shall  use  its  best  efforts to  have  the  Compensation Committee grant to  the  Executive an  equity-based award with  a  value of  no  less   than  One Million Two  Hundred  Thousand  Dollars  ($1,200,000.00). Further, said 2012 grant shall be apportioned  in a 









manner  so that,  at a minimum, seventy-five percent  (75%) of the value will  be in restricted stock  and  will  be granted  to Executive  on or about  March 31, 2012 or the Commencement Date of his employment, whichever  is later.


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.    Incentive Payments.


(a)  The  Executive shall  be entitled to  participate in  the  Company's applicable incentive compensation plan  at  a target level  of ninety percent (90%) of the Executive's Base Salary on  such  terms and  conditions as determined from  time  to  time by the Board.


(b)  The  Company agrees to  pay  the  Executive a separate sign-on incentive payment in the  amount of Two Hundred Fifty  Thousand  Dollars  ($250,000.00) less applicable withholdings, within  two  (2)   weeks   of  the  Commencement  Date.  The Executive agrees that if he is terminated for  Cause  or he resigns (other than  for  Good Reason  or  due  to  Disability, in  each  case  as  defined below) prior to  one  year  from the   Commencement Date,  he  shall   pay   back   to  the   Company  the   entire  sign-on incentive payment.




7.    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 and be entitled to participate in the  Company's Relocation Program that  is provided to similarly situated executives.


(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.




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 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".  For  purposes  of  this  Agreement, "Cause" shall mean  that the Executive (1)  was   grossly  negligent  in   the    performance  of   the Executive's duties (other than a  failure resulting from the Executive's incapacity due to  physical or  mental illness); or  (2) has  pleaded "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;  or   (4)  has   materially breached this Agreement.   Notwithstanding the  foregoing, "Cause" shall  not  include  acts which  are cured  by the  Executive no later  than  thirty (30) days  from  the  date  of receipt by the Executive of 









written notice from  the  Company identifying in reasonable detail  the  act or acts  constituting such  "Cause" and  its  intention to  terminate the  Executive for  "Cause". Further "misconduct in  bad  faith" shall  not  constitute any  act  taken or  not  taken   by  the Executive in the good  faith belief that  such  action  or inaction was in, or not  opposed  to, the best  interests of the  Company.




(c) Termination Without Good Reason or for Good Reason by  the Executive.  The Executive  may  terminate   employment   hereunder  without   "Good Reason"  by  delivering  to the Company, not   less   than ninety  (90)  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  purpose 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, responsibilities or  authority 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 50 miles from Columbus, Ohio, other than on   travel  reasonably  required  to   carry  out   the    Executive's obligations under the Agreement; (v)  any   material breach of  this Agreement by  the Company; or  (vi) 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)  Termination For Cause by the Company.  Any purported termination for  Cause  by  the  Company shall  be communicated by  a written Notice  of Termination to  the  Executive two  weeks  prior to  the  Termination Date. For purposes of  this  Paragraph, 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.


(e)  Termination Other Than for Cause by the Company.  Any termination  by  the  Company other  than   for   Cause   shall   be  communicated  by  a written Notice  of Termination to  the  Executive four  (4)  weeks  prior to  the  Termination Date.


(f) Notice of Termination. For  purposes of  this Agreement, no such purported termination of  employment shall  be  effective without the  proper Notice  of Termination.


(g)   Termination Date. "Termination Date" shall mean in  the  case  of the  Executive's death, the  date  of  death, or  in  all  other cases,  the  date  specified in the     Notice    of Termination; provided,  however, that     if the Executive's employment is  terminated by  the Company due to Disability, the date specified in  the   Notice of   Termination shall   be  at  least   thirty  (30) days   from   the   date  the Notice  of Termination is given  to the  Executive.


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   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; which General Release  becomes effective and  irrevocable within the  time prescribed therein  but   in  no  event later than the   sixtieth (60th)  day   following the Termination  Date   and   which  contains a  release  of  Executive's claims against the Company in a form reasonably satisfactory to  the  Company (but which will  not  require Executive to  release his  rights under this   Agreement, indemnification  rights or  any vested rights under any  Company plan  or agreement);


   (A) the Company shall continue to pay the Executive his Base  Salary  for   a   period  of   one   (1)  year following  the   Termination Date, in accordance with the Company's prevailing payroll practices, which payments shall commence  on  the  first  payroll date following the  effective date of  the   General Release (the "Starting Date"), and  which shall  include those payments that would have   previously been paid if the   payments had   begun on  the first  payroll date following the  Termination Date.




(B)  the  Executive shall  be entitled to  pro rata  vesting of all shares  of the  Company's restricted stock  that  were  granted pursuant to  Section  4  of this  Agreement.  Pro rata vesting of  said  shares shall   be  based on  the   number of months employed during the  vesting period.


(C)  the Executive shall be  entitled to and  the  Company agrees to pay  a  pro   rata payout of  any   incentive compensation that is  paid   for the   Season in  which  the  Termination  Date occurs.  Pro  rata  vesting  of   any incentive compensation shall  be  based on  the  number of  days  employed during the Season.


(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  in the  form  described above  the  Company shall  continue to  pay, under  the  same  terms and conditions as set forth in  Section 10(b)(ii)(A), the  Executive his  Base  Salary for  one  additional year after payments have ended under Section 10(b)(ii)(A).


(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.











11. Employee Covenants .


     (a)  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)) or any information disclosed  in good faith  in the  performance of the  Executive's  duties  to  the  Company.  This  confidentiality  covenant has no temporal, geographical or territorial restriction.


The  Executive shall  not  disclose  or  use,  or  induce  the  Company to  use,  any   proprietary,   trade secret or  confidential  business information  of  any other person  or  entity, including any  previous employer. The  Executive represents that he has returned all  proprietary, trade secret or  confidential information  belonging to   any   previous  employer,  and   that  he   has  and   will   continue  to   abide   by  the confidentiality  requirements of  any  agreement  to  which  he  is  a  party,  including any agreement with  any previous employer.


(b)  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 substantially 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.


  (c) 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. Further, with respect to  any employee of  Sears   Holding Corporation and   its affiliates, for a  period of  one (1)   year  from  the  Commencement Date, the    Executive will  not   solicit  for employment, hire or   offer  employment to,  or  otherwise aid  or  assist  (by  disclosing information about  employees or  otherwise) any  other   person or  entity, including the Company and  its  subsidiaries and  affiliates, in soliciting for  employment or  hire  any  of said employees.


(d) 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  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.


(e)     Remedies. The  Executive agrees that any  breach of the  terms of this Section 11 may 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 may 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.


(f)     Sears Agreement.  The   Executive and the Company  agree   to comply  with  the    terms  and    conditions  set   forth  in  the    Confidential  Settlement Agreement  and   Mutual  Release dated  effective  as  of  May   18,   2011  between Sears Holdings Corporation, Lands' End,  Inc., the  Executive, the   Company, Limited Brands, Inc. and  Bath  & Body  Works, LLC.


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.     Compliance with Section 409A.


(a)    To  the extent that the payments and   benefits to which  the    Executive  is   entitled  in   connection  with  a   termination  of   his employment (the "Separation Benefits") constitute non-qualified deferred compensation subject  to   Section  409A of  the Code, the following  rules shall apply to  the Separation Benefits:


1.       all references to termination of employment (or  like  terms)  hereunder  shall be interpreted to mean "separation from service" as defined in regulations  under  Section 409A  of the  Code.


2.         if the Executive is  a "specified  employee" (as   that  term  is  used in  Section 409A   and   regulations and   other  guidance issued  thereunder)    on    the     date   his    separation   from   service   becomes effective, any   part of  the Separation Benefits that  constitutes  non-qualified deferred  compensation  subject   to    Section   409A  shall   be    delayed   (the "Delayed Payments") until  the   earlier of   (i) the   business  day   following  the six-month  anniversary  of   the  date  his    separation   from   service   becomes effective, and   (ii) the   date of  the Executive's death, but only to   the   extent necessary  to    avoid  the   adverse  









tax    consequences   and    penalties   under Section 409A.   On  the earlier of  (i)  the business day   following the six-month anniversary  of   the  date his   separation  from  service  becomes effective,  and (ii) the   Executive's death,  the   Company shall  pay   the    Executive  in   a  lump sum   the   aggregate  value  of   the  Delayed Payments with  interest  calculated thereon  based on  the  prime rate  reported in the Wall Street  Journal on  the date the first  Delayed Payment was  otherwise due.


3.         it is  intended that each installment  of  the payments  and    benefits  provided  in  this  Agreement  in  connection  with  a termination of   the  Executive's  employment shall  be  treated as  a  "separate payment" for purposes of  Section 409A; and




(b)   If any of the reimbursements or in-kind benefits provided for under this  Agreement are   subject to   Section 409A and the rules and  regulations thereunder, the following rules shall apply:


1.      in no  event shall any  such reimbursement be  paid after  the last day   of   the taxable year following the taxable year in which the expense was  incurred;


2.         the  amount of such reimbursable expenses incurred, or the provision of  in-kind benefits, in one   tax   year shall not   affect  the  expenses eligible  for reimbursement or  the  provision  of   in­-kind benefits in any   other tax year; and


3.         the right to such reimbursement for expenses  or provision  of   in-kind  benefits is not subject to liquidation or exchange for any other benefit.




(c) Notwithstanding any other provision of this Agreement  to   the contrary,  in the   event  of   any   ambiguity in the   terms  of this   Agreement,   such  term(s)    shall   be    interpreted  and     at    all   times administered  in  a   manner  that  avoids  the  inclusion  of   compensation  in income under Section 409A, or  the payment of  increased taxes, excise taxes or  other penalties  under Section 409A.


(d)    The parties intend  this Agreement to be in compliance with, or otherwise exempt from, Section 409A.




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: 
Nick Coe
125 North  Hamilton  Street
Madison, WI  53703




To the  Company:
Bath  & Body  Works  Brand  Management, Inc. 
Three Limited Parkway
Columbus, Ohio 43230
Attn: Secretary


16.     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.


17.       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.


18.     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.




19.     Entire Agreement. This Agreement 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 the event of   any conflict  between the  provisions  of this  Agreement and any other Company document, acknowledgement  or  agreement, this Agreement shall control.




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 written below.


                	
					
	 
	BATH & BODY WORKS BRAND MANAGEMENT, INC.

	 
	 
	 
	 
	 

	 
	By:
	/s/ LESLIE H. WEXNER
	 
	6/8/2011

	 
	 
	Name: Leslie H. Wexner
	 
	Date

	 
	 
	 
	 
	 

	 
	 
	/s/ NICK COE
	 
	6/9/2011

	 
	 
	Nick Coe
	 
	Date