Exhibit 10.26


 


EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT is made as of this        day of
September, 2010 (this “Agreement”), by and between Beth Angelo
(the “Executive”) and Body Central Acquisition Corp., a Delaware
corporation (the “Company”).  As used in this Agreement, any reference to
the “Company” means Body Central
Acquisition Corp. and all of its existing or future parents, subsidiaries or
affiliated corporations or entities and any division of any of them, as well as
any of their successors or assigns.


 


W I T N E S S E T H:


 


WHEREAS, in connection with the Company’s contemplated
initial public offering, the Company desires to set forth the terms and
conditions by which the Company employs the Executive and to define the terms
and conditions of such employment, and the Executive desires to accept such
employment with the Company on such terms and conditions.


 


NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein and for other good and valuable consideration the
receipt and sufficiency is hereby acknowledged, the parties agree as follows:


 


1.             Employment.  The Company hereby employs the Executive as
its Chief Merchandising Officer, Executive Vice President and President of
Direct Sales and the Executive hereby accepts employment with the Company as
such, upon the terms and subject to the conditions set forth herein.


 


2.             Term.  The term of this Agreement shall commence effective
upon the closing of the Company’s initial public offering (the “Effective
Date”) and shall expire on December 31, 2013 (the “Initial Term”),
and thereafter shall automatically renew for successive one-year periods (each
such successive periods along with the Initial Term, the “Term”), unless
either party issues written notice of non-renewal to the other party at least
ninety (90) days prior to the end of the then current term, subject to earlier
termination of employment in accordance with the provisions of Section 10
hereof.


 


3.             Position, Duties
and Reporting Relationship.  During
the Term, the Executive shall have such duties and responsibilities that are
reasonably commensurate with her titles, and such other duties and
responsibilities as may be reasonably assigned to her from time to time by the
Company.  During the Term, the Executive
shall use the Executive’s skills and render services to the best of the
Executive’s abilities in performing her duties and responsibilities and shall
not engage in any other business activities except with the prior written
approval of the Company’s Board of Directors (the “Board”), or its duly authorized designee.  In addition, unless otherwise prohibited by
law, governance policies or any listing requirements of any exchange on which
the Company’s common stock then trades, and for so long as the Executive is
sitting on the Company’s Board, the Executive shall be included on any
committee designated or appointed to be responsible for interviewing and making
a recommendation to the Board with respect to the offer of employment to any
chief executive officer of the Company.


 


4.             Place of
Performance.  The Executive shall
perform her duties and responsibilities and conduct business at the principal
executive offices of the Company in Jacksonville, Florida, except for required
travel relating to the Company’s business.


 

















 


5.                                       Compensation.


 


(a)           Base Salary.  During the Term, the Company shall pay the
Executive a base salary (“Base  Salary”) at the rate of no less
than $29,166.66 per month (or $350,000 on an annualized basis).  At least once per year, the Board shall
review Executive’s Base Salary and such Base Salary shall be subject to
increase if so determined by the Board. 
The Executive’s Base Salary shall be paid in accordance with the Company’s
standard payroll policies in effect from time to time, and prorated for any
partial year of employment.


 


(b)           Bonus.  During the Term, the Executive shall be
entitled to participate in such annual bonus plans as are generally provided to
the senior executives of the Company as determined by the Board from time to
time (the “Bonus”); provided, that the Executive shall have the opportunity to earn a
target bonus payout for any year of up to at least one hundred percent (100%)
of her Base Salary.  The Bonus, if any,
shall be payable at the same time bonuses are payable to the Company’s senior
executives generally in accordance with the Company’s policies with respect
thereto in effect from time to time, but in no event later than the end of the
calendar year following the year in which earned.  Except as provided in Sections 11(b) and
11(c), to be eligible to receive such Bonus, the Executive must be employed by
the Company on the last day of the performance period.


 


6.                                       Vacation,
Holidays and Sick Leave. 
During the Term, the Executive shall be entitled to four (4) weeks
paid vacation, and such paid holidays and personal or sick leave per calendar
year in accordance with the Company’s policies and procedures in effect from
time to time for executive personnel. 
Such vacation may be taken at the Executive’s discretion at such time or
times as are not inconsistent with the reasonable business needs of the Company
and do not interfere with the performance of the Executive’s duties to the
Company.


 


7.                                       Business
Expenses. The Company shall reimburse the Executive for all
reasonable travel, entertainment and other business expenses incurred by the
Executive in connection with the performance of her duties and responsibilities
under this Agreement upon timely submission by the Executive of receipts and
other documentation in accordance with the Company’s standard reimbursement
policies and procedures in effect from time to time.  In addition, the Company will pay the dues
payable in connection with the Executive’s membership in the Young Presidents’
Organization (including expenses incurred in attending such organization’s
annual required regional meetings).


 


8.                                       Benefits.


 


(a)           The Executive shall be entitled to
participate in the standard employee welfare and retirement benefit plans and
programs made available to the Company’s employees generally, as such plans and
programs may be in effect from time to time (the “Company Plans”).  Such participation shall be in accordance
with the terms and conditions of such plans and programs and the Company’s
standard policies and procedures with respect thereto.  The Company shall pay the entire premiums for
medical insurance under the Company Plans for the Executive and her immediate
family.


 


(b)           In addition, the Executive shall be
entitled to reimbursement for expenses not covered by the Company Plans or
otherwise for “medical care” (as such term is defined in Section 213 of


 


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the
Internal Revenue Code of 1986, as amended) for her and her immediate family; provided,
however, that such reimbursement shall not exceed in the aggregate
$10,000 per year.


 


(c)                                  In no event
shall the Executive be entitled to benefits pursuant to this Section 8 or
pursuant to Section 9, below, following termination of employment for any
reason prior to the expiration of the Term.


 


9.                                       Executive
Perquisites.  The Company
shall (i) pay the Executive an automobile allowance of $1,000 per month
and (ii) provide Executive the use of a cell phone/blackberry.


 


10.                                 Termination of
Employment.


 


(a)                                  General.  The Executive’s employment under this Agreement
may be terminated under the circumstances described in, and in accordance with,
this Section 10.


 


(b)                                 Death or
Permanent Disability.


 


(i)            The Executive’s employment under
this Agreement shall automatically terminate upon the death of the Executive.


 


(ii)           The Company may terminate the
Executive’s employment under this Agreement if, as a result of the Executive’s
incapacity due to physical or mental illness or injury, the Executive has been
unable to perform the essential functions of her duties and responsibilities
for a period of either (x) one hundred eighty (180) consecutive days, or (y) two
hundred seventy (270) days (whether or not consecutive) during any period of
eighteen (18) consecutive months (“Disability”), and no reasonable
accommodation can be made (in the Board’s commercially reasonable
determination) that will allow the Executive to perform such essential
functions.


 


(c)                                  Termination by
the Company.  The Company
may terminate the Executive’s employment under this Agreement at any time, for
any reason, whether or not for Cause (as defined below).  For purposes of this Agreement, the term “Cause”
shall mean (A) the material failure or refusal by the Executive to perform
the Executive’s lawful duties and responsibilities under this Agreement (other
than any such failure resulting from the Executive’s Disability) which has not
ceased within ten (10) days after a written demand for performance is
received by the Executive from the Company, which demand identifies with
reasonable particularity the manner in which the Company believes that the
Executive has not so performed her duties and responsibilities; (B) the
engagement by the Executive in misconduct which is materially injurious to the
Company, monetarily or otherwise (including, but not limited to, conduct which
violates Section 14 hereof) or an act of moral turpitude which is
materially injurious to the Company, monetarily or otherwise; (C) the
conviction of the Executive of, or the entering of a plea of nolo contendere by
the Executive with respect to, a felony or a crime involving fraud, dishonesty
or moral turpitude which is materially injurious to the Company, monetarily or
otherwise; (D) the material breach by the Executive of this Agreement or
the violation by the Executive of a material policy of the Company which is not
cured within thirty (30) days following receipt of notice thereof from the
Company (if such breach or violation is capable of being cured); or (E) the
breach by the Executive of any of her fiduciary duties of loyalty and trust to
the Company.


 


(d)                                 Termination by
the Executive.  The Executive shall be entitled to
voluntarily terminate her employment under this Agreement at any time, whether
for Good Reason (as defined 


 


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below)
or for any reason or for no reason, provided,  that the Executive
shall give sixty (60) days prior written notice to the Company (the “Notice
Period”), specifying the date as of which her termination is to become
effective.  During the Notice Period, the
Executive shall cooperate fully with the Company in recruiting, hiring and
training any successor(s) and achieving a smooth transition of such of the
Executive’s duties and responsibilities to such successors and other person(s) as
may be designated by the Board.  The
Company reserves the right to accelerate the date of termination with respect
to a termination by the Executive of her employment under this Agreement by
giving the Executive prior written notice; such acceleration, if any, shall not
constitute termination without Cause by the Company or give rise to a
termination by the Executive for Good Reason. 
For purposes of this Agreement, the term “Good Reason” shall mean
(x) a material diminution in the Executive’s duties or responsibilities
without the Executive’s consent or the assignment of duties to the Executive
which are materially inconsistent with her position, which reduction or
assignment has not ceased within thirty (30) days after a written demand for
correction is received by the Company from the Executive; provided, that
the Executive shall not be entitled to terminate her employment for Good Reason
so long as she is employed in a headquarters managerial position regardless of
whether other persons are elevated to, or hired for superior positions, (y) any
material breach by the Company of this Agreement which has not been cured
within thirty (30) days following receipt by the Company of written notice
thereof from the Executive, or (z) the Company’s provision to the
Executive of written notice of nonrenewal of this Agreement as provided by Section 2
hereof.


 


(e)           Notice of Termination.  Any purported termination of the Executive’s
employment by the Company or by the Executive shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section 17
hereof.  As used herein, the term “Notice of
Termination” shall mean a written notice that shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances (if any) claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated.


 


11.                                 Compensation
During Disability and Upon Termination or Death.


 


(a)           During any period
that the Executive fails to perform the essential functions of her duties and
responsibilities under this Agreement as a result of an incapacity due to
physical or mental illness, which is expected to be of more than a thirty (30)
day period (“Disability Period”), the Executive shall continue to
receive her Base Salary at the rate then in effect and other benefits to which
she is otherwise entitled under this Agreement for such period until her
employment is terminated pursuant to Section 10 hereof; provided,  that
payments so made to the Executive during the Disability Period shall be reduced
by the sum of the amounts, if any, payable to the Executive with respect to
such period under any disability benefit plans of the Company, and which
amounts were not previously applied to reduce any such payment unless the
disability benefit plans require that the benefits paid thereunder shall be
offset by the payments provided by this Section 11(a).


 


(b)           If the Executive’s
employment is terminated by her death or for Disability by the Company, the
Company shall pay to the Executive or her devisee, legatee or other designee
or, if there is no such designee, to her estate, as the case may be, (i) any
accrued and unpaid Base Salary; (ii) any earned but unpaid Bonus from any
year prior to the year in which the date of termination occurs, to be paid in
accordance with Section 5(b), above; and (iii) all other unpaid
amounts and benefits, if any, to which the Executive is entitled as of the date
of termination under any compensation plan or program of the Company then in
effect in which the Executive participates, including but not limited to any
stock 


 


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options
or other equity awards granted to the Executive upon their exercise in
accordance with their terms (such amount under this clause (iii), the “Accrued
Obligations”), at the time such payments (if any) are due in accordance
with this Agreement, the terms of such plan or program and the Company’s
standard policies and procedures with respect thereto.


 


(c)                                  Subject to the
Executive’s compliance with Section 11(e) below and subject to the
provisions of Section 11(g) below, if the Executive’s employment is
terminated by the Company without Cause or by the Executive for Good Reason at
any time during the Term, the Company shall pay to the Executive (i) an
amount (the “Severance Amount”) equal to her Base Salary then in effect,
to be paid in equal installments for a period of twelve months commencing sixty
(60) days following the date of termination, to be paid according to the
Company’s standard payroll policies in effect from time to time; (ii) any
earned but unpaid Bonus from any year prior to the year in which such date of
termination occurs, subject to and to be paid in accordance with Section 5(b),
above; and (iii) all other Accrued Obligations, at the time such payments
(if any) are due in accordance with this Agreement, the terms of any plan or
program providing such Accrued Obligations, and the Company’s standard policies
and procedures with respect thereto.


 


(d)                                 If Executive’s
employment is terminated by the Executive for Good Reason, the obligations set
forth in this Section 11 shall cease to exist if the Executive fails to
provide the Company with 60 days’ prior written notice as required by Section 10(d)
and/or fails to perform her duties during this interval of time.


 


(e)                                  In order to be
entitled to the Severance Amount in Section 11(c) above, within sixty
(60) days following the date of the Executive’s termination of employment, the
Executive shall, at the direction of the Board which direction must be given on
or prior to the date of termination, sign a waiver of all employment-related
claims the Executive may have (including any claims under the Age
Discrimination in Employment Act), other than (X) claims for
indemnification and advancement of expenses made under Section 22 of this
Agreement or pursuant to the provisions of the Company’s Certificate of
Incorporation and By-laws for claims arising from service as an officer or
director of the Company, (Y) claims relating to any breach by the Company
of this Agreement and (Z) claims relating to the Executive’s entitlement to the
Severance Amount, the Accrued Obligations or any earned but unpaid Bonus from
any year prior to the year in which the Executive’s date of termination occurs.


 


(f)                                    Except as
otherwise set forth in this Section 11, the Executive shall not be
entitled to any severance or other compensation after termination other than
payment of any portion of her Base Salary and Accrued Benefits through the date
of her termination.


 


(g)                                 Section 409A


 


(i)            This section is intended to help
ensure that compensation paid or delivered to the Executive pursuant to this
Agreement either is paid in compliance with, or is exempt from,
Section 409A of the Internal Revenue Code of 1986, as amended and the rules and
regulations promulgated thereunder (collectively, “Section 409A”). However, the Company does not warrant to the
Executive that all compensation paid or delivered to the Executive for her
services will be exempt from, or paid in compliance with, Section 409A.
The Executive bears the entire risk of any adverse federal, state or local tax
consequences and penalty taxes which may result from payment of compensation
for the Executives services on a basis contrary to the provisions of Section 409A
or comparable provisions of any applicable state or local income tax laws.


 


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(ii)           For the purposes determining when
amounts otherwise payable on account of the Executive’s termination of
employment will be paid, “termination of employment” or words of similar
import, as used in this Agreement, shall mean the date as of which the Company
and the Executive reasonably anticipate that no further services will be
performed by the Executive and shall be construed as the date that the
Executive first incurs a “separation from service” for purposes of
Section 409A on or following termination of employment. Furthermore, if
the Executive is a “specified employee” of a public company as determined
pursuant to Section 409A as of her termination of employment, any amounts
payable on account of the Executive’s termination of employment which constitute
deferred compensation within the meaning of Section 409A, including the
Severance Amount, and which are otherwise payable during the first six months
following the Executive’s termination of employment shall be paid or provided
to the Executive in a lump sum on the earlier of (1) the date of the
Executive’s death and (2) the first business day of the seventh calendar
month immediately following the month in which the Executive’s termination of
employment occurs.


 


(iii)          Any taxable reimbursement of business
or other expenses, or any provision of taxable in-kind benefits to the
Executive, as specified under this Agreement, shall be subject to the following
conditions: (1) the expenses eligible for reimbursement or the amount of
in-kind benefits provided in one taxable year shall not affect the expenses
eligible for reimbursement or the amount of in-kind benefits provided in any
other taxable year, except for any medical reimbursement arrangement providing
for the reimbursement of expenses referred to in Section 105(b) of
the Code (and, as a result, if there is a maximum dollar amount of expense
reimbursement specified in this Agreement, only expenses in the first taxable
year in which the Executive could incur eligible expenses shall be eligible for
reimbursement, to the limitation specified); (2) the reimbursement of an
eligible expense shall be made no later than the end of the year after the year
in which such expense was incurred; and (3) the right to reimbursement or
in-kind benefits shall not be subject to liquidation or exchange for another
benefit.


 


(iv)          In applying Section 409A to
compensation paid pursuant to this Agreement, any right to a series of
installment payments under this Agreement shall be treated as a right to a
series of separate payments.


 


12.                                 Representations
and Covenants.


 


(a)                                  The Company
represents and warrants that this Agreement has been authorized by all
necessary corporate action of the Company and is a valid and binding agreement
of the Company enforceable against it in accordance with its terms, except to
the extent that enforceability thereof may be limited by applicable bankruptcy,
reorganization, insolvency or other laws affecting creditors’ rights generally
or by general principles of equity.


 


(b)                                 The Executive
represents and warrants that she is not a party to any agreement or instrument
that would prevent her from entering into or performing her duties in any way
under this Agreement. The Executive agrees and covenants that she will submit
to such physical examinations as may be necessary to facilitate the Company
obtaining an insurance policy (in its discretion) for its benefit insuring the
life of the Executive.


 


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13.                                 Successors;
Binding Agreement.


 


(a)                                  This Agreement
is not assignable by the Company except to a successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, provided
that such successor expressly assumes and agrees 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 had taken place.


 


(b)                                 This Agreement
is a personal contract and the rights and interests of the Executive under this
Agreement may not be sold, transferred, assigned, pledged, encumbered, or
hypothecated by her, except as otherwise expressly permitted by the provisions
of this Agreement.  This Agreement shall
inure to the benefit of and be enforceable by the Executive and her personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.  If
the Executive’s employment shall terminate due to her death, any amounts
payable to her under Section 11 hereof, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to her devisee,
legatee or other designee or, if there is no such designee, to her estate.


 


14.                                 Confidentiality
and Restrictive Covenants.


 


(a)                                  Ownership and
Protection of Proprietary Information.


 


(i)            As used herein, the term “Confidential
Information” shall mean data, information or business practices relating to
the business of the Company (which does not rise to the status of a Trade
Secret) which is or has been disclosed to the Executive or of which the
Executive became aware as a consequence of or through her employment
relationship with the Company and which is not generally known to the public,
the industry or its competitors. 
Notwithstanding the foregoing, the term Confidential Information shall
not include any data or information that has been voluntarily disclosed to the
public by the Company (except where such public disclosure has been made by the
Executive in breach of her obligations under this Agreement) or that has been
independently developed and disclosed by others, or that otherwise enters the
public domain through lawful means.


 


(ii)           As used herein, the term “Trade
Secrets” shall mean data, information or business practices relating to the
business of the Company (including, but not limited to, technical or
non-technical data, formulas, compilations, programs, devices, methods,
techniques, drawings, business processes, financial data, financial plans,
product plans) which (i) derives economic value, actual or potential, from
not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or
use and (ii) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy.


 


(iii)          Confidentiality.  All Confidential Information and Trade
Secrets and all physical embodiments thereof received or developed by the
Executive while employed by the Company are confidential to and are and will
remain the sole and exclusive property of the Company.  Except to the extent necessary to perform her
duties and responsibilities under this Agreement or to comply with applicable
law, the Executive will hold such Confidential Information and Trade Secrets in
strictest confidence, and will not use, reproduce, distribute, disclose or
otherwise disseminate the Confidential Information and Trade Secrets or any
physical embodiments thereof and may in no event take any action causing any
Confidential Information and Trade Secrets disclosed to or developed by the
Executive to lose its character or cease to qualify as Confidential Information
or Trade Secrets.


 


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(iv)          Return of Company Property.  Upon termination of the employment of the
Executive with the Company for any reason, the Executive will promptly deliver
to the Company all property belonging to the Company, including, without
limitation, the Company automobile and all information or data of the Company,
whether or not constituting Confidential Information and Trade Secrets, (and
all embodiments thereof) then in the Executive’s custody, control or
possession.


 


(v)           Survival.  The covenants of confidentiality set forth in
this Section 14(a) will apply on and after the Effective Date to any
Confidential Information and Trade Secrets of the Company prior to or after the
Effective Date.  The covenants
restricting the use of Confidential Information will continue, and the
confidentiality of such Confidential Information shall be maintained by the
Executive, for a period of twenty-four (24) months  following
the expiration or earlier termination of the Term.  The covenants restricting the use of Trade
Secrets will continue, and the confidentiality of such Trade Secrets will be
maintained by the Executive, following the expiration or earlier termination of
the Term for so long as permitted by Florida law.


 


(b)                                 Agreement Not to Compete.  The Executive agrees that commencing on the
Effective Date and continuing for a period (the “Non-Competition Term”)
of twelve (12) months following the expiration or earlier termination of the
Term, the Executive will not (except on behalf of or with the prior written
consent of the Board, which consent may be withheld in the Board’s sole
discretion), within the United States, either directly or indirectly, on the
Executive’s own behalf, or in the service of or on behalf of others, engage,
directly or indirectly, as a stockholder, investor, partner, member, director,
officer, employee, consultant or otherwise in any Competing Business.  As used herein, the term “Competing
Business” shall mean any business which has a principal line of business
engaged in, or which derives a substantial portion of its revenue from, the
retail sale of young women’s clothing, accessories or footwear, through stores,
catalogues or the Internet.


 


(c)                                  Non
Solicitation of Employees.  The
Executive agrees that commencing on the Effective Date and continuing for a
period of twenty-four (24) months following the expiration or earlier
termination of the Term (the “Non-Solicitation Term”), the Executive
shall not, directly or indirectly, on the Executive’s own behalf or in the
service of or on behalf of others, solicit or induce any management-level
employee of the Company, to terminate his or her employment with the Company in
favor of employment by any other person, firm, corporation or other
entity.  This provision will apply
whether or not the employee who is solicited or induced to terminate his or her
employment is employed pursuant to a written agreement and whether or not his
or her employment is for a determined period or at-will.  Notwithstanding the foregoing, this provision
shall not apply to prohibit the Executive from hiring her personal assistant or
members of her family who are not officers or executives of the Company.


 


(d)                                 Non-Solicitation
of Suppliers and Customers.  During the Non-Solicitation Term, the
Executive shall not, either directly or indirectly, on the Executive’s own
behalf or in the service of or on behalf of others, solicit, divert or
appropriate, or attempt to solicit, divert or appropriate, to a Competing
Business, any individual person, firm, corporation or other entity that was an
actual or prospective supplier or large-volume customer of the Company.


 


(e)                                  Enforcement of
Covenants.  Without
limiting the right of the Company to pursue all other legal and equitable
remedies available for violation by the Executive of the covenants contained in
this Section 14, it is expressly agreed by the Executive and the Company
that other remedies cannot fully compensate the Company for any violation by
the Executive of the covenants contained in this Section 14 and that the
Company shall be entitled to injunctive relief, without the 


 


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necessity
of proving actual monetary loss, to prevent any such violation or any
continuing violation thereof.  The
Company and the Executive further agree that all payments under this Agreement
shall immediately cease and shall no longer be an obligation of the Company in
the event of any violation of the covenants contained in Subsections (b), (c) or
(d) of this Section 14 which is not cured within (10) days of
written notice by the Company to the Executive of such violation or of a willful
and material violation of the covenants contained in Section 14(a).  The Company and the Executive further agree
that such forfeiture shall not be deemed to be liquidated damages for breach of
such covenants.  Each party intends and
agrees that if in any action before any court or agency legally empowered to
enforce the covenants contained in this Section 14, any term, restriction,
covenant or promise contained herein is found to be unreasonable and
accordingly unenforceable, then such term, restriction, covenant or promise
shall be deemed modified to the extent necessary to make it enforceable by such
court or agency.


 


15.           Entire Agreement.  This Agreement contains all the
understandings between the parties hereto pertaining to the matters referred to
herein, and supersedes all undertakings and agreements, whether oral or in
writing, previously entered into by them with respect thereto.


 


16.           Amendment or Modification Waiver.  No provision of this Agreement may be amended
or waived unless such amendment or waiver is agreed to in writing, signed by
the Executive and by another duly authorized officer of the Company.  No waiver by any party hereto of any breach
by another party hereto of any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same time, any prior time or any
subsequent time.


 


17.           Notices.  Any notice to be given under this Agreement
shall be in writing and shall be deemed given when delivered personally, sent
by courier or telecopy or registered or certified mail, postage prepaid, return
receipt requested, or sent by a nationally recognized overnight express
service, addressed to the party concerned at the address indicated below or to
such other address as such party may subsequently give notice of under this
Agreement in writing:


 


To Executive at:


Beth Angelo


1283
Ponte Vedra Blvd.


Ponte
Vedra Beach, FL 32082


 


To
the Company at:


 


Body
Central Acquisition Corp.


6225
Powers Avenue


Jacksonville,
Florida 32217


Attention:  General Counsel


Fax:
904-730-0638


 


Unless
actual delivery is expressly required under this Agreement, any notice
delivered personally, by courier or by overnight express mail service under
this Section 17 shall be deemed given on the date delivered and any notice
sent by telecopy or registered or certified mail, postage prepaid, return
receipt requested, shall be deemed given on the date telecopied with receipt
confirmed, or if


 


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mailed,
the earlier of the date of actual receipt or five (5) days following the
placement of the notice with the U.S. mail with adequate posting for delivery.


 


18.           Severability. If any provision
of this Agreement or the application of any such provision to any party or
circumstances shall be determined by any court of competent jurisdiction to be
invalid and unenforceable to any extent, the remainder of this Agreement or the
application of such provision to such person or circumstances other than those
to which it is so determined to be invalid and unenforceable, shall not be
affected thereby, and each provision hereof shall be validated and shall be
enforced to the fullest extent permitted by law.


 


19.           Survivorship.  The respective rights and obligations of the
parties under this Agreement shall survive any termination of this Agreement to
the extent necessary to the intended preservation of such rights and
obligations, including without limitation, the Company’s rights and the
Executive’s covenants under Section 14 hereof.


 


20.           Governing Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of Florida, without regard
to its conflicts of laws principles.


 


21.           Arbitration.  In the event of any dispute or claim relating
to or arising out of this Agreement other than injunctive and other equitable
relief regarding a dispute over the covenants contained in Section 14
hereof, such dispute shall be fully, finally and exclusively resolved by a
panel of three neutral arbitrators to be mutually agreed upon by the
parties.  Such arbitration will be
decided under the employment dispute resolution rules of the American
Arbitration Association and will be held in Jacksonville, Florida.  If the parties cannot agree upon such arbitrators
within twenty (20) days after submission of a party’s request for arbitration
in writing, the arbitrators will be selected in accordance with the procedures
of the American Arbitration Association. 
The cost of such arbitration shall be borne equally by the Company and
the Executive.  The arbitrators shall
have no power or authority to award punitive or special damages.  The parties agree that the existence, content
and result of any arbitration proceeding shall be confidential, except to the
extent that the Company determines it is required to disclose such matters in
accordance with applicable laws.


 


22.           Indemnification.  The Company hereby agrees to indemnify and
hold harmless Executive to the fullest extent permitted by the provisions of
the laws of the jurisdiction of its incorporation against any liability, loss
or expense (including reasonable attorney’s fees and costs incurred in defense
of such claims) incurred in connection with the Executive’s services as an
officer or director of the Company or any of its subsidiaries or
affiliates.  Subject to the laws of the
State of Delaware, the Company shall advance or cause its subsidiaries to
advance all expenses (including all reasonable legal fees and expenses)
incurred by the Executive in defending any such claim, action or proceeding,
whether civil, administrative, criminal or otherwise.  To the extent of any inconsistency between
this Section 22 and the terms and provisions of any indemnification
agreement that the Company and the Executive may hereafter enter into, the
terms and provisions of such indemnification agreement shall govern.


 


23.           Termination of Certain Provisions.  Notwithstanding any provision herein to the
contrary, the provisions of Section 8(b) hereof shall terminate
immediately prior to the consummation of (a) the initial public offering
of the Common Stock of the Company, (b) any merger or consolidation of the
Company with or into another person or entity or the sale or transfer of all or
substantially all of the assets of the Company, in each case in a single
transaction or in a series of related transactions, or (c) 


 


10

















 


any
transaction in which the stockholders of the Company immediately prior to such
transaction, together with any and all of such stockholders’ affiliates, do not
own or hold, immediately after consummation of such transaction, at least a
majority of the shares of outstanding capital stock of the Company.


 


24.           Tax
Withholding.  All amounts payable and
benefits provided by the Company under this Agreement are subject to
withholding to the extent required by law to comply with all federal, state and
local withholding tax requirements.


 


25.           Headings.  All descriptive headings of sections and
paragraphs in this Agreement are intended solely for convenience, and no
provision of this Agreement is to be construed by reference to the heading of
any section or paragraph.


 


26.           Foley & Lardner.  The Company agrees that Foley &
Lardner LLP may represent the Executive in any matter relating to or arising
out of this Agreement or the Executive’s claims against the Company and the
Company hereby irrevocably waives any conflict of interest relating thereto
arising out of Foley & Lardner LLP’s prior representation of the
Company.


 


27.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


	
   

  	
  BODY CENTRAL ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  
	
   

  	
   

  	
  Carlo von Schroeter,

  
	
   

  	
   

  	
  Chairman
  of Compensation Committee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Beth
  Angelo