Change in Control Agreement -- The Talbots, Inc. and Richard T. O'Connell, Jr.



 Exhibit 10.70 
 THE TALBOTS, INC. 
 CHANGE IN CONTROL AGREEMENT 

November 11, 1993 
 Mr. Richard T. O’Connell 
 45 Browndale Place 

Port Chester, New York 10573 
 Dear
Mr. O’Connell: 
 This agreement (the “Agreement”) reflects our mutual understanding regarding payments to
be made to, and benefits to be received by, you in the event that your employment with The Talbots, Inc. (the “Company”) is terminated by the Company within twelve (12) months following a Change in Control. This Agreement shall become
effective on the Effective Date (as such term is defined in paragraph 4 hereof). The capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings given to such terms in Appendix A hereto, incorporated herein
by this reference and hereby made a part hereof, 
 1. Termination after Change in Control. In the event the Company
terminates your employment Without Cause within twelve (12) months after the occurrence of a Change in Control, then the following shall occur: 
 (a) the Company shall pay to you on the effective date of such termination (i) salary for services rendered up to and including the date of termination, (ii) any and all compensation to which
you may be entitled as of the date of termination pursuant to The Talbots, Inc. 1993 Executive Stock Based Incentive Plan (the “Plan”) or any other compensation or benefit plan to the extent permitted by such plans, and
(iii) reimbursement for outstanding ordinary and reasonable expenses incurred by you in connection with the performance of your duties for the Company up to and including the date on which your employment is terminated; and 

(b) the Company shall pay to you, within thirty (30) days after the effective date of such termination, an amount equal to the sum
of: 
  

	 	(i)	your annual base salary at the rate in effect on the date of such termination, and 


 

	 	(ii)	an amount equal to the product of 

  

	 	(w)	the amount determined to be payable under clause (i) above, multiplied by 









	 	(x)	your Target Incentive Rate in effect on the date of termination, multiplied by 


 

	 	(y)	your Individual Performance Rating, multiplied by 

  

	 	(z)	the Company Performance Rating 

 (the terms
referred to in clauses (x), (y) and (z) having the definitions set forth in the Company’s Management Incentive Program), assuming an Individual Performance Rating and a Company Performance Rating of 1.0; and 

(c) you shall continue to participate, on the same terms and conditions, in any benefit programs of the Company in which you participated
immediately prior to such termination (including, without limitation, as applicable, any disability insurance benefit program, any medical insurance program, any dental insurance program, and any life insurance program) from the time of such
termination until the earlier of (i) the end of the one (1) year period beginning from the effective date of the termination of your employment or (ii) such time as you are eligible to be covered by a comparable program of a
subsequent employer. You hereby agree to notify the Company promptly if and when you begin employment with another employer and if and when you become eligible to participate in any pension or other benefit plans, programs or arrangements of another
employer. 
 2. Assignment. Neither of the parties hereto shall, without the consent of the other, assign or transfer
this Agreement or any rights or obligations hereunder. This Agreement and all of the provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto, and their successors (including successors by merger, consolidation or
similar transactions), permitted assigns, executors, administrators, personal representatives, heirs and distributees. 
 3.
Miscellaneous. 
 (a) Entire Agreement. This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings and agreements, written or oral, between us respecting such subject matter; provided, however, nothing contained herein shall
be deemed to supersede or modify any of your rights under the Talbots Phantom Stock Plan Participation Agreement, between the Company and you, which shall continue in full force and effect; and provided, further, this Agreement shall
not be construed to impair or otherwise adversely affect the grant of any Award (as such term is defined in the Plan) heretofore made or hereafter made to you under the Plan. 
 (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts made and to be wholly performed in that
state. 







 4. Effective Date. This Agreement shall become effective on the later to occur (the
“Effective Date”) of (a) the effective date of the registration statement on a Form S-1 relating to The Talbots, Inc, being filed on or about November 18, 1993 or (b) the effective date of the offering of securities contemplated
thereby. In the event such registration statement does not become effective and the offering of securities offered thereby does not commence by December 31, 1993, this Agreement shall be of no force and effect. 

If this letter sets forth our agreement on the subject matter hereof, kindly sign, date and return to The Talbots, Inc. the enclosed copy
of this letter which will then constitute our binding agreement on the subject. 
  

			
	Sincerely,
	
	THE TALBOTS, INC.
		
	By:	 	 





		 	Name: Arnold Zetcher
		 	Title: President and Chief Executive Officer


 Agreed to this 13th day of November, 1993. 
  

	
	 





	Richard T. O’Connell








 Appendix A 
 Definitions. As used in the Change in Control Agreement: 
 (a)
“Change in Control” shall mean (i) the acquisition (including as a result of a merger) by any “person” (as such term is used in Sections 3(a)(9), 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or persons “acting in concert” (which for purposes of this Agreement shall include two (2) or more persons voting together on a consistent basis pursuant to an agreement or understanding between them to act
in concert and/or as a “group” within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company or any of its subsidiaries, or JUSCO (U.S.A.), Inc. or any of its subsidiaries or “affiliates” (as
such term is defined in Rule 12b-2 under the Exchange Act) (collectively, an “Acquiring Person”), of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing more than 25 percent of the combined voting power of the then outstanding securities of the Company entitled to then vote generally in the election of directors of the Company, and no other stockholder is the beneficial owner (within
the meaning of Rule 13d-3 under the Exchange Act) , directly or indirectly, of a percentage of such securities higher than that held by the Acquiring Person; or (ii) individuals, who, as of the Effective Date, constitute the Board of Directors
(the “Board”) of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided that any individual becoming a director subsequent to the Effective Date, whose election, or
nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but
excluding, as a member of the Incumbent Board, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such terms are used in
Rule 14a-11 of Regulation 14A under the Exchange Act) and further excluding any individual who is an “affiliate”, “associate” (as such terms are defined in Rule l2b-2 under the Exchange Act) or designee of an Acquiring Person
having or proposing to acquire beneficial ownership (within the meaning of Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 10 percent of the combined voting power of the then
outstanding securities of the Company entitled to then vote generally in the election of directors of the Company. 
 (b)
“Without Cause” shall mean: termination by the Company of your employment as a result of an event or condition other than the following: 
 (i) your death; 
 (ii) your failure substantially to perform your employment
duties as a result of physical incapacity for a 







 
continuous period of at least six (6) months after you have become eligible for the Company’s long-term disability benefits (any dispute as to your incapacitation shall be resolved by
an independent physician, reasonably acceptable to you and the Board, whose determination shall be final and binding upon you and the Company); 
 (iii) your conviction for theft or public drunkenness; 
 (iv) your commission of
repeated acts of material misconduct, which acts have a materially adverse effect on the Company; 
 (v) your conviction of a
felony, which conviction has a materially adverse effect on the Company; 
 (vi) any material breach of your employment duties,
which remains uncured after twenty (20) days’ written notice from the Company; or 
 (vii) any material breach by you
of the Confidentiality and Non-Disclosure Agreement made between you and the Company.