Offer Letter dated March 4, 2008




 EXHIBIT 10.1 
 

 
  

 March 4, 2008 
 Mr. David J. Dick 
 60 Freeman Street 
 Roseland, NJ 07068 
 Dear David: 
 On behalf of
dELiA*s, Inc., (the “Company”), I am very pleased to provide you with the terms and conditions of your employment. The following sets forth the proposed terms and conditions of the Company’s offer to employ you. Everyone you have met
with feels that you are a great fit for this company and will thrive here. We hope that you choose to join the Company and look forward to a mutually beneficial relationship. 
 1. Position: Your initial position will be as Vice President, Controller and Chief Accounting Officer
working out of the Company’s office located at 50 West 23rd Street, New York, NY, 10010. As the Company’s employee, we expect you to
devote your full time and energies to the business and affairs of the Company, and to perform any and all duties and responsibilities associated with this position and as may be reasonably assigned to you from time to time by the Company. Your
performance will be reviewed on a periodic basis as long as you remain employed by the Company. 
 2. Starting Date/Nature of Relationship: If you
accept this offer, your employment with the Company shall commence no later than April 14, 2008. Except as expressly set forth herein; this letter does not create an employment contract or other agreement and is not a promise of employment for
a specific period of time. You understand that your employment is at-will and either party may terminate the relationship with or without cause at any time. 
 3. Compensation and Benefits: Your initial base pay shall be $255,000 per annum, ($9,807.69 on a bi-weekly basis). Under current company policy, salaries are reviewed annually at the start of each fiscal year. Your first salary
review will be in February, 2009. You will be included in the fiscal 2008 Management Incentive Plan (MIP). The MIP bonus will be based on the company meeting or exceeding planned EBIT and individual performance and will have no cap. You will
have a total target bonus of not less than 20% of your base salary. In addition, we will guarantee you a minimum of half that bonus (10% or $25,500) for your first year with us. 










 

 
  

 In addition, you will receive options to purchase 20,000 shares of Common Stock of dELiA*s, Inc., par
value $0.01 per share, pursuant to one of dELiA*s stock plans. Such options shall be exercisable at a purchase price per share equal to the closing price of dELiA*s Common Stock on the NASDAQ market on the business day prior to the date of your
commencement of employment with the Company. The options shall have the following vesting schedule: 5,000 shares shall vest one year after your first day of employment, 5,000 shares shall vest two years after your first day of employment, 5,000
shares shall vest three years after your first day of employment, and the remaining 5,000 shares shall vest four years after your first day of employment. These options shall expire ten years from the date of grant. 
 In addition to your compensation, you will be entitled to receive the various benefits (Ex. Comprehensive Health Benefits, Employee Discounts, 401k with
Company Match, etc.) offered by the Company to its employees. Benefits offered may be modified or changed from time to time at the discretion of the Company. Where a particular benefit is subject to a formal plan, eligibility to participate in and
receive any particular benefit of the plan is governed solely by the applicable plan document, prorated based on date of hire. You would currently be eligible for 3 weeks paid vacation as well as holidays (10), sick days (5) and personal days
(3) in accordance with company policy. Should you ever have any questions, you should ask David Diamond, VP of Human Resources, for a copy of the applicable plan document. 
 4. Assignment: The Company reserves the right at any time to assign this offer letter to any parent, subsidiary or affiliate of the Company now in existence or formed hereafter.  
 5. Miscellaneous: This letter constitutes our entire offer regarding the terms and conditions of your employment by the Company. It supersedes any prior
agreements, or other promises or statements (whether oral or written) regarding the offered terms of employment. The terms of your employment shall be governed by the law of the State of New York, without giving effect to its principles of conflicts
of laws. By accepting this offer of employment, you expressly agree that any action, demand, claim or counterclaim concerning any aspect of your employment relationship with the Company shall be resolved by a judge alone, and you waive and forever
renounce your right to a trial before a civil jury. Company reserves the right to alter any of the terms of employment set forth in this letter as needed. 
 You may accept this offer of employment and the terms and conditions hereof by signing the enclosed additional copy of this letter and the Agreement, which execution will evidence your agreement with the terms and
conditions set forth herein and therein. 










 

 
  

 I am delighted to offer you the opportunity to join our Company and we look forward to you joining
us! 
  

			
		
	By:	 	/s/ David Diamond
		 	David Diamond, Vice President - Human Resources
	
	Accepted and Agreed:
		
	By:	 	/s/ David J. Dick
		 	David J. Dick
		
	Date:	 	April 14, 2008