EX-10.39



 






Exhibit 10.39




SEPARATION PAY, CONFIDENTIALITY & NON-COMPETITION AGREEMENT




     As an executive associate of Tween Brands, Inc. (the “Company”), I have access to trade
secrets and other confidential or proprietary information (“Confidential Information”) of the
Company. I may also originate or develop Confidential Information in connection with the
performance of my duties with the Company. I understand that all of such Confidential Information
as well as any inventions, designs or innovations that I conceive or devise from my use of the
Company’s time, equipment, facilities and support services belong exclusively to the Company, and
that it may not be used for my personal benefit, the benefit of a competitor, or for the benefit of
any person or entity other than the Company.



     THEREFORE, in consideration of separation allowances as described in paragraph 4, and in the
form of the 2006 Tween Brands stock option award to receive 3,000 restricted shares and options to
acquire 5,000 shares of common stock of Tween Brands pursuant to the terms of the agreement and in
recognition of the highly competitive nature of the business conduct by the Company, I agree as
follows:



     1. I will at all times during my employment with the Company and thereafter faithfully hold
the Company’s Confidential Information in the strictest confidence, and I will use my best efforts
and highest diligence to guard against its disclosure to anyone other than as expressly required in
the performance of my duties to the Company. I understand that Confidential Information includes,
among other things, any information and materials pertaining to products, designs, formulas,
packaging or processes, and developments or improvements relating to them; licensing, sourcing,
manufacturing, merchandising, packaging plans and techniques, advertising, marketing and
promotional plans and policies; distribution or sales plans and methods; technical and business
procedures or strategies; sales, profit or other financial information; relationships between the
Company and any of its customers, suppliers or employees; stores and real estate; and the salaries,
compensation, performance history or any other personnel information relating to employees of the
Company. “Confidential Information” does not include information that, now or in the future, is
generally available to the public (other than through improper disclosure by me) or information
acquired from a third party who had authority to disclose it.



     2. Upon my separation from the Company, regardless of the reason for my separation, I will
return to the Company all documents and other materials of any kind that contain Confidential
Information.



     3. If I leave the Company for any reason whatsoever, then for a period of twelve (12) months
after my separation from the Company, I will not directly or indirectly solicit, induce or attempt
to influence any associate to leave the employment of the Company, nor will I in any way assist
anyone else in doing so.



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     4. I understand that my employment with the Company is and at all times shall be “at will,”
which means that either the Company or I may terminate my employment at any time, for any reason or
for no reason. However, if my employment with the Company is terminated by the Company for reasons
other than for cause as defined below, I understand that the Company will continue to pay me my
weekly base salary for a period of fifty-two (52) weeks, minus the deductions required by law and
subject to a deduction of any salary or compensation that I earn from other employment or
self-employment during the time period is question, regardless of when such amount is payable.
Cause for termination of my employment shall exist in the event I: (1) willfully fail to perform my
duties with the Company (other than a failure resulting from my incapacity due to a physical or
mental illness); or (2) plead “guilty” or “no contest” to or am convicted of an act which is
defined as a felony under federal or state law; or (3) engage in willful misconduct in bad faith
which could reasonably be expected to materially harm the Company’s business or its reputation.



     5. If I decide to resign my employment with the Company, I understand the Company requests
that I provide a thirty (30) day prior written notice.



     6. If I leave the Company for any reason, I will not, for a period of twelve (12) months after
my separation from the company, directly or indirectly, work for or contribute to the efforts of
any business organization that competes, or plans to compete, with the Company or its products.



     7. This Agreement will be governed by and interpreted in accordance with Ohio law.



	 	 	 	 	 	 	 
	/s/
Paul C. Carbone

	 	 
	 	July 21, 2006
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Tween Brands, Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
William E. May, Jr.

	 	 	 	July 26, 2006	 	 
	Executive Vice President and Chief Operating Officer	 	 	 	 






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