Unassociated Document


     

    Exhibit
      10.2

    


    EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT is entered into, effective April 9, 2007, by and between Limited
      Brands, Inc. (the “Company”), and Stuart Burgdoerfer (the “Executive”)
      (hereinafter collectively referred to as “the parties”).

     

    WHEREAS,
      the Executive is being promoted to Executive Vice President, Chief Financial
      Officer for Limited Brands, Inc. and is experienced in various phases of the
      Company’s business and will 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;

     

    WHEREAS,
      nothing in this Agreement shall cancel or modify any previous grant of stock
      options or restrictive stock which was previously granted to the Executive
      or
      any rights to repurchase shares represented by such grants; and

     

    WHEREAS,
      the Compensation Committee of the Board of Directors of the Company (the
“Board”) has determined that it is in the best interests of the Company to
      secure the services and employment of the Executive, and the Executive is
      willing to render such services on the terms and conditions set forth
      herein.

     

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

     

    1. Term.
      The
      initial term of employment under this Agreement shall be for the period
      commencing on April 9, 2007 (the “Commencement Date”) and ending on the sixth
      anniversary of the Commencement Date (the “Initial Term”); provided,
      however,
      that
      thereafter this Agreement shall be automatically renewed from year to year,
      unless either the Company or the Executive shall have given written notice
      to
      the other at least ninety (90) days prior thereto that the term of this
      Agreement shall not be so renewed.

     

    2. Employment.

     

    (a) Position.
      The
      Executive shall be employed as the Chief Financial Officer of Limited Brands,
      Inc. or such other position of reasonably comparable or greater status and
      responsibilities, as may be determined by the Board of Directors. The Executive
      shall perform the duties, undertake the responsibilities, and exercise the
      authority customarily performed, undertaken, and exercised by persons employed
      in a similar executive capacity. The Executive shall report to either the
      Company’s Chief Administration Officer, or the Chief Operating Officer or the
      Chief Executive Officer or some combination thereof.

     

    (b) Obligations.
      The
      Executive agrees to devote his 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 interfere with the performance
      of
      the Executive’s responsibilities hereunder.

     

    3. Base
      Salary.
      The
      Company agrees to pay or cause to be paid to the Executive an annual base salary
      at the rate of $650,000, less applicable withholding. This base salary will
      be
      subject to annual review and may be increased from time to time by the Board
      considering factors such as the Executive’s responsibilities, compensation of
      similar executives within the Company and in other companies, performance of
      the
      Executive, and other pertinent factors (hereinafter referred to as the “Base
      Salary”). Such Base Salary shall be payable in accordance with the Company’s
      customary practices applicable to its executives.

     

    4. Equity
      Compensation.
      The
      Company shall use its best efforts to have the Compensation Committee grant
      to
      the Executive options to acquire 8,750 shares of the Company’s common stock as a
      result of his promotion and 3,750 shares of the Company’s common stock as part
      of the Company’s 2007 ACR Process (“ACR Process”). Such 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 Company’s normal form of stock
      option agreements. In addition, pursuant to the Plan, the Company shall use
      its
      best efforts to have the Compensation Committee grant to the Executive, 8,750
      restricted shares of the Company’s common stock as a result of his promotion,
      which shall thereafter 100% vest on the third year anniversary from the date
      of
      approval by the Compensation Committee and 3,750 performance based restricted
      shares pursuant to the ACR process and for such other additional future
      equity-based awards (if any) as may be commensurate with his position and
      performance, if, when and as determined by the Compensation Committee in its
      discretion.

     

    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 senior
      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 senior executives of the Company
      generally.

     

    6. Bonus.

     

    The
      Executive shall be entitled to participate in the Company’s applicable incentive
      compensation plan at a target level of eighty (80%) of the Executive’s Base
      Salary on such terms and conditions as outlined in the Executive’s Offer Letter
      dated September 20, 2006 and as determined from time to time by the Board that
      are consistent with the Offer Letter.

     

    7. Other
      Benefits.

     

    (a) Benefits.
      The
      Executive shall be entitled to all 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 by him in connection
      with the performance of his duties hereunder or for promoting, pursuing, or
      otherwise furthering the business or interests of the Company.

     

    
      
        
        

      

      
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    (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 his 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 Board 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 his duties under this Agreement for a period
      of
      at least six months in any twelve-month calendar period as determined in
      accordance with Limited Brands, Inc. Long-Term Disability Plan.

     

    (b) Cause.
      The
      Company shall be entitled to terminate the Executive’s employment for “Cause”
without prior written notice. For purposes of this Agreement, “Cause” shall mean
      that the Executive (1) willfully failed to perform his duties with the Company
      (other than a failure resulting from the Executive’s incapacity due to physical
      or mental illness); or (2) has plead “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 willful misconduct in bad faith which could reasonably be
      expected to materially harm the Company’s business or its reputation. “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 “willfully
      fail[ure] to perform his duties.”

     

    The
      Executive shall be given prompt written notice by the Company of termination
      for
      Cause, such notice to state in detail the particular act or acts or failure
      or
      failures to act that constitute the grounds on which the proposed termination
      for Cause is based. The Executive shall be entitled to a hearing before the
      Board or a committee thereof established for such purpose and to be accompanied
      by legal counsel. Such hearing shall be held within 15 days of notice to the
      Company by the Executive, provided the Executive requests such hearing within
      30
      days of the written notice from the Company of the termination for
      Cause.

     

    (c) Termination
      by the Executive.
      The
      Executive may terminate employment hereunder for “Good Reason” by delivering to
      the Company (1) a Preliminary Notice of Good Reason (as defined below), and
      (2)
      not earlier than thirty (30) days from the delivery of such Preliminary Notice,
      a Notice of Termination. For purposes of this Agreement, “Good Reason” means (i)
      the failure to continue the Executive in a capacity contemplated by Section
      2
      hereof; (ii) the assignment to the Executive of any duties materially
      inconsistent with the Executive’s positions, duties, authority, responsibilities
      or reporting requirements 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

     

    
      
        
        

      

      
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    the
      Executive to be based outside of Columbus, Ohio, other than on travel reasonably
      required to carry out the Executive’s obligations under the Agreement; or (v)
      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 respects not later than thirty (30) days from the date
      of
      receipt by the Company of a written notice from the Executive identifying in
      reasonable detail the act or acts constituting “Good Reason” (a “Preliminary
      Notice of Good Reason”) or (B) acts taken by the Company by reason of the
      Executive’s physical or mental infirmity which impairs the Executive’s ability
      to substantially perform his duties under this Agreement. A Preliminary Notice
      of Good Reason shall not, by itself, constitute a Notice of
      Termination.

     

    (d) Notice
      of Termination.
      Any
      purported termination for Cause by the Company or for Good Reason by the
      Executive shall be communicated by a written Notice of Termination to the other
      two weeks prior to the Termination Date (as defined below). For purposes of
      this
      Agreement, 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. Any
      termination by the Company other than for Cause or by the Executive without
      Good
      Reason shall be communicated by a written Notice of Termination to the other
      party four (4) weeks prior to the Termination Date. However, the Company may
      elect to pay the Executive in lieu of four (4) weeks written notice. For
      purposes of this Agreement, no such purported termination of employment shall
      be
      effective without such Notice of Termination.

     

    (e) Termination
      Date, Etc.
      “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 not Following a Change in
      Control.

     

    (a) If
      during
      the term of the Agreement (including any extensions thereof), whether or not
      following a Change in Control (as defined below), the Executive’s employment is
      terminated by the Company for Cause or by reason of the Executive’s death, or if
      the Executive gives written notice not to extend the term of this Agreement,
      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.

     

    
      
        
        

      

      
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    (b) If
      the
      Executive’s employment is terminated by the Company other than for Cause or by
      the Executive for Good Reason, in each case other than during the 24-month
      period immediately following a Change in Control, the Company’s sole obligations
      hereunder shall be as follows:

     

    (i) the
      Company shall pay the Executive the Accrued Compensation;

     

    (ii) the
      Company shall continue to pay the Executive the Base Salary for a period of
      one
      (1) year following the Termination Date;

     

    (iii) in
      consideration of the Executive signing a General Release, the Company shall
      (A)
      pay the Executive any incentive compensation under the plan described in Section
      6 that the Executive would have received if he had remained employed with the
      Company for a period of one (1) year after the Termination Date; (B) pay the
      Executive his Base Salary for one additional year after payments have ended
      under Section 10(b)(ii); and

     

    (iv)
      provided, however, that in the event Executive becomes entitled to any payments
      under Section 10(g), the Company’s obligations to Executive under Section 10
      shall thereafter be determined solely under Section 10 (g).

     

    (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 disability benefits available under
      the
      Company’s Executive Long Term Disability Plan.

     

    (d) If
      the
      Executive’s employment is terminated by reason of the Company’s written notice
      to the Executive of its decision not to extend the Employment Agreement pursuant
      to Section 1 hereof, the Company’s sole obligation hereunder shall be as
      follows:

     

    (i) the
      Company shall pay the Executive the Accrued Compensation;

     

    (ii) the
      Company shall continue to pay the Executive the Base Salary for a period of
      one
      (1) year following the expiration of such term; and

     

    (iii) in
      consideration of the Executive signing a General Release, the Company shall
      (A)
      pay the Executive any incentive compensation under the plan described in Section
      6 that the Executive would have received if he had remained employed with the
      Company for a period of one (1) year after the Termination Date; and (B) pay
      the
      Executive his Base Salary for one additional year after payments have ended
      under Section 10(d)(ii); and

     

    (e) For
      up to
      eighteen (18) months during the period the Executive is receiving salary
      continuation pursuant to Section 10(b)(ii), 10(c)(ii) or 10(d)(ii) hereof,
      the
      Company shall, at its expense, 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

     

    
      
        
        

      

      
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    obligation
      to provide such benefits shall cease upon the earlier of Executive’s becoming
      employed or the expiration of Executive’s rights to continue such medical and
      dental benefits under COBRA.

     

    (f) Executive
      shall not be required to mitigate the amount of any payment provided for in
      this
      Section 10 by seeking other employment or otherwise and no such payment or
      benefit shall be eliminated, offset or reduced by the amount of any compensation
      provided to the Executive in any subsequent employment, except as provided
      in
      Section 10(e).

     

    (g) In
      the
      event that (x) the Company enters into a binding agreement that, if consummated,
      would constitute a Change in Control, (y) Executive’s employment is terminated
      under the circumstances set forth in Section 10(b) and (z) within six months
      after the execution of such agreement a Change in Control of the Company occurs
      involving one or more of the other parties to such agreement, then the Company’s
      sole obligations hereunder shall be as follows:

     

    (i) the
      Company shall pay to Executive a lump sum payment in cash no later than 10
      business days after the Change in Control an amount equal to the sum of (A)
      and
      (B), where (A) is the difference between (x) the Severance Amount (as defined
      in
      Section 14(a)(ii)) and (y) the sum of the payments made to the Executive prior
      to the change in Control pursuant to Section 10(b)(ii) and (B) is the difference
      between (x) the Bonus Amount (as defined in the Section 14(a)(iii)) and (y)
      the
      payments, if any, made to Executive prior to the Change in Control pursuant
      to
      Section 10(b)(iii)(A);

     

    (ii) the
      Company shall reimburse Executive for any documented legal fees and expenses
      to
      the extent set forth in Section 14(a)(iv);

     

    (iii) The
      Company shall make available to Executive and Executive’s beneficiaries medical
      and dental benefits to the extent provided in Section 14(a)(v); and

     

    (iv)
      each
      of the Company and Executive shall have and be subject to, the rights, duties,
      and obligations set forth in Sections 13(c) and (d).

     

    11. Employee
      Covenants.

     

    (a) For
      the
      purposes of this Section 11, the term “Company” shall include Limited Brands,
      Inc. and all of its subsidiaries and affiliates thereof.

     

    (b) 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 such term
      shall
      not include the use or disclosure by the Executive, without consent, of any
      publicly available information (other than information available as a result
      of
      disclosure by the Executive in violation of this Section

     

    
      
        
        

      

      
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    11(b)).
      This confidentiality covenant has no temporal, geographical or territorial
      restriction, however, the parties acknowledge that unless the confidential
      information constitutes a trade secret of the Company such confidential
      information as a general rule ceases to be confidential after five
      years.

     

    (c) 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 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 one (1) year from the Termination Date if the Executive’s
      employment is terminated (i) by the Company for any reason, or (ii) by the
      Executive for any reason.

     

    (d) 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
      one (i) year from the Termination Date if the Executive’s employment is
      terminated (I) by the Company for any reason, or (ii) by the Executive for
      any
      reason.

     

    (e) 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
      his employment with the Company including those developed on his own time,
      which
      relates to or is useful in 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 that he will,
      without any additional consideration, execute all documents and take all other
      actions needed to convey his 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

     

    
      
        
        

      

      
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    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 he assigns to the
      Company, except as otherwise disclosed in writing at the time of assignment,
      will be his sole exclusive original work. The Executive also represents that
      he
      has not previously invented any Intellectual Property or has advised the Company
      in writing of any prior inventions or ideas.

     

    (f) Remedies.
      The
      Executive agrees that any breach of the terms of this Section 11 would 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 shall be 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 provisions of the covenants
      not to compete and solicit 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.

     

    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 defending himself against the enforceability
      of the covenants and agreements of this Section 11.

     

    12. Employee
      Representation.
      The
      Executive expressly represents and warrants to the Company that the Executive
      is
      not a party to any contract or agreement and is not otherwise obligated in
      any
      way, and is not subject to any rules or regulations, whether governmentally
      imposed or otherwise, which will or may restrict in any way the Executive’s
      ability to fully perform the Executive’s duties and responsibilities under this
      Agreement.

     

    13. Change
      in Control.

     

    (a) For
      purposes of this Section 13, “Company” shall mean Limited Brands, Inc., a
      Delaware corporation.

     

    (b) For
      purposes of this Agreement “Change in Control” means, and shall be deemed to
      have occurred upon the first to occur of any of the following
      events:

     

    
      
        
        

      

      
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    (i) Any
      Person
      (other than an Excluded Person)becomes, together with all “affiliates” and
“associates” (each as defined under Rule 12b-2 of the Exchange Act), “beneficial
      owner” (as defined under Rule 13d-3 of the Exchange Act)of securities
      representing 33% or more of the combined voting power of the Voting Stock then
      outstanding, unless such Person becomes “beneficial owner” of 33% or more of the
      combined voting power of the Voting Stock then outstanding solely as a result
      of
      an acquisition of Voting Stock by the Company which, by reducing the Voting
      Stock outstanding, increases the proportionate Voting Stock beneficially owned
      by such Person (together with all “affiliates” and “associates” of such Person)
      to 33% or more of the combined voting power of the Voting Stock then
      outstanding; provided, that if a Person shall become the “beneficial owner” of
      33% or more of the combined voting power of the Voting Stock then outstanding
      by
      reason of such Voting Stock acquisition by the Company and shall thereafter
      become the “beneficial owner” of any additional Voting Stock which causes the
      proportionate voting power of Voting Stock beneficially owned by such Person
      to
      increase to 33% or more of the combined voting power of the Voting Stock then
      outstanding, such Person shall, upon becoming the “beneficial owner” of such
      additional Voting Stock, be deemed to have become the “beneficial owner” of 33%
      or more of the combined voting power of the Voting Stock then outstanding other
      than solely as a result of such Voting Stock acquisition by the
      Company;

     

    (ii) During
      any
      period of 24 consecutive months individuals who at the beginning of such period
      constitute the Board (and any new Director, whose election by the Board or
      nomination for election by the Company’s stockholders was approved by a vote of
      at least two-thirds of the Directors then still in office who either were
      Directors at the beginning of the period or whose election or nomination for
      election was so approved), cease for any reason to constitute a majority of
      Directors then constituting the Board;

     

    (iii)
      A
      reorganization, merger or consolidation of the Company is consummated, in each
      case, unless, immediately following such reorganization, merger or
      consolidation, (i) more than 50% of, respectively, the then outstanding shares
      of common stock of the corporation resulting from such reorganization, merger
      or
      consolidation and the combined voting power of the then outstanding voting
      securities of such corporation entitled to vote generally in the election of
      directors is then beneficially owned, directly or indirectly, by all or
      substantially all of the individuals and entities who were the “beneficial
      owners” of the Voting Stock outstanding immediately prior to such
      reorganization, merger or consolidation, (ii) no Person (but excluding for
      this
      purpose any Excluded Person and any Person beneficially owning, immediately
      prior to such reorganization, merger or consolidation, directly or indirectly,
      33% or more of the voting power of the outstanding Voting Stock) beneficially
      owns, directly or indirectly, 33% or more of, respectively, the then outstanding
      shares of common stock of the corporation resulting from such reorganization,
      merger or consolidation or the combined voting power of the then outstanding
      voting securities of such corporation entitled to vote generally in the election
      of directors and (iii) at least a majority of the members of the board of
      directors of the corporation resulting from such reorganization, merger or
      consolidation were members of the Board at the time of the execution of the
      initial agreement providing for such reorganization, merger or
      consolidation;

     

    (iv)
      The
      consummation of (i) a complete liquidation or dissolution of the Company or
      (ii)
      the sale or other disposition of all or substantially all of the assets of
      the
      Company, other than to any corporation with respect to which, immediately
      following such sale

     

    
      
        
        

      

      
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    or
      other
      disposition, (A) more than 50% of, respectively, the then outstanding shares
      of
      common stock of such corporation and the combined voting power of the then
      outstanding voting securities of such corporation entitled to vote generally
      in
      the election of directors is then beneficially owned, directly or indirectly,
      by
      all or substantially all of the individuals and entities who were the
“beneficial owners” of the Voting Stock outstanding immediately prior to such
      sale or other disposition of assets, (B) no Person (but excluding for this
      purpose any Excluded Person and any Person beneficially owning, immediately
      prior to such sale or other disposition, directly or indirectly, 33% or more
      of
      the voting power of the outstanding Voting Stock) beneficially owns, directly
      or
      indirectly, 33% or more of, respectively, the then outstanding shares of common
      stock of such corporation or the combined voting power of the then outstanding
      voting securities of such corporation entitled to vote generally in the election
      of directors and (C) at least a majority of the members of the board of
      directors of such corporation were members of the Board at the time of the
      execution of the initial agreement or action of the Board providing for such
      sale or other disposition of assets of the Company; or

     

    (v) The
      occurrence of any transaction or event that the Board, in its sole discretion,
      designates a “Change in Control”.

     

    Not
      withstanding the foregoing, in no event shall a “Change in Control” be deemed to
      have occurred (i) as a result of the formation of a Holding Company, or (ii)
      with respect to an Executive, if Executive is part of a “group,” within the
      meaning of Section 13(d)(3) of the Exchange Act as in effect on the Effective
      Date, which consummates the Change in Control transaction. In addition, for
      purposes of the definition of “Change in Control” a Person engaged in business
      as an underwriter of securities shall not be deemed to be the “beneficial owner”
of, or to “beneficially own,” any securities acquired through such Person’s
      participation in good faith in a firm commitment underwriting until the
      expiration of forty days after the date of such acquisition. “Excluded Person”
shall mean (i) the Company; (ii) any of the Company’s Subsidiaries; (iii) any
      Holding Company; (iv) any employee benefit plan of the Company, any of its
      Subsidiaries or a Holding Company; or (v) any Person organized, appointed or
      established by the Company, any of its Subsidiaries or a Holding Company for
      or
      pursuant to the terms of any plan described in clause (iv). “Person” shall mean
      any individual composition, partnership, limited liability company,
      associations, trust or other entity or organization. “Holding Company” shall
      mean an entity that becomes a holding company for the Company or its businesses
      as a part of any reorganization, merger, consolidation or other transaction,
      provided that the outstanding shares of common stock of such entity and the
      combined voting power of the then outstanding voting securities of such entity
      entitled to vote generally in the election of directors is, immediately after
      such reorganization, merger, consolidation or other transaction, beneficially
      owned, directly or indirectly, by all or substantially all of the individuals
      and entities who were the “beneficial owners”, respectively, of the Voting Stock
      outstanding immediately prior to such reorganization, merger, consolidation
      or
      other transaction in substantially the same proportions as their ownership,
      immediately prior to such reorganization, merger, consolidation or other
      transaction, of such outstanding Voting Stock. “Voting Stock” shall mean
      securities of the Company entitled to vote generally in the election of members
      of the Company’s Board of Directors.

     

    (c) Gross-Up
      Payment. In the event it shall be determined that any payment or distribution
      of
      any type to or for the benefit of the Executive, by the Company, any of
      its

     

    
      
        
        

      

      
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    affiliates,
      any Person who acquires ownership or effective control of the Company or
      ownership of a substantial portion of the Company’s assets (within the meaning
      of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),
      and the regulations thereunder) or any affiliate of such Person, whether paid
      or
      payable or distributed or distributable pursuant to the terms of this Agreement
      or otherwise (the “Total Payments”), would be subject to the excise tax imposed
      by Section 4999 of the Code or any interest or penalties with respect to such
      excise tax (such excise tax, together with any such interest and penalties,
      are
      collectively referred to as the “Excise Tax”), then the Executive shall be
      entitled to receive an additional payment (a “Gross-Up Payment”) in an amount
      such that after payment by the Executive of all taxes (including any interest
      or
      penalties imposed with respect to such taxes), including any Excise Tax, imposed
      upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
      Payment equal to the Excise Tax imposed upon the Total Payments.

     

    (d) All
      determinations as to whether any of the Total Payments are “parachute payments”
(within the meaning of Section 280G of the Code), whether a Gross-Up Payment
      is
      required, the amount of such Gross-Up Payment and any amounts relevant to the
      last sentence of Subsection 13(c), shall be made by an independent accounting
      firm selected by the Company from among the largest four accounting firms in
      the
      United States (the “Accounting Firm”). The Accounting Firm shall provide its
      determination (the “Determination”), together with detailed supporting
      calculations regarding the amount of any Gross-Up Payment and any other relevant
      matter, both to the Company and the Executive within five (5) days of the
      Termination Date, if applicable, or such earlier time as is requested by the
      Company or the Executive (if the Executive reasonably believes that any of
      the
      Total Payments may be subject to the Excise Tax). Any determination by the
      Accounting Firm shall be binding upon the Company and the Executive. As a result
      of uncertainty in the application of Section 4999 of the Code at the time of
      the
      initial determination by the Accounting Firm hereunder, it is possible that
      the
      Company should have made Gross-Up Payments (“Underpayment”), or that Gross-Up
      Payments will have been made by the Company which should not have been made
      (“Overpayments”). In either such event, the Accounting Firm shall determine the
      amount of the Underpayment or Overpayment that has occurred. In the case of
      an
      Underpayment, the amount of such Underpayment shall be promptly paid by the
      Company to or for the benefit of the Executive. In the case of an Overpayment,
      the Executive shall, at the direction and expense of the Company, take such
      steps as are reasonably necessary (including the filing of returns and claims
      for refund), follow reasonable instructions from, and procedures established
      by,
      the Company, and otherwise reasonably cooperate with the Company to correct
      such
      Overpayment.

     

    14. Compensation
      Upon Certain Terminations During the 24-Month Period Following a Change in
      Control

     

    (a) If
      the
      Executive’s employment is terminated by the Company other than for Cause or by
      the Executive for Good Reason, in each case during the 24 consecutive month
      period immediately following a Change in Control, the Company’s sole obligations
      hereunder subject to the Executive’s execution of a General Release, shall be as
      follows:

     

    (i) the
      Company shall pay the Executive the Accrued Compensation;

     

    
      
        
        

      

      
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    (ii) the
      Company shall pay the Executive a lump sum payment in cash no later than ten
      business days after the Termination Date an amount equal to two times
      Executive’s Base Salary (the “Severance Amount”);

     

    (iii) 
      the
      Company shall pay the Executive a lump sum payment in cash no later than ten
      (10) business days after the date of termination an amount equal to the sum
      of
      the last four (4) bonus payments the Executive received under the Company’s
      incentive compensation plan described in Section 6 and a pro-rata amount for
      the
      season in which the Executive’s employment is terminated based on the average of
      the prior four (4) bonus payments and the number of days the Executive is
      employed during such season (the “Bonus Amount”);

     

    (iv) 
      the
      Company shall reimburse the Executive for all documented legal fees and expenses
      reasonably incurred by the Executive in seeking to obtain or enforce any right
      or benefit provided by this Section 14; and

     

    (v) the
      Company shall provide the Executive and Executive’s beneficiaries medical and
      dental benefits substantially similar to those which the Executive was receiving
      immediately prior to the date of termination for a period of eighteen (18)
      months after the Termination Date; provided however,
      that the
      Company’s obligation with respect to the foregoing medical and dental benefits
      shall cease in the event Executive becomes employed.

     

    (b) Except
      as
      provided in Section 14(a)(v), the Executive shall not be required to mitigate
      the amount of any payment provided for in this Section 14 by seeking other
      employment or otherwise, nor shall the amount of any payment or benefit provided
      for in this Section 14 be reduced by any compensation earned by the Executive
      as
      the result of employment by another employer, by retirement benefits, by offset
      against any amount claimed to be owed by the Executive to the Company, or
      otherwise.

     

    15. 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.

     

    16. 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

     

    
      
        
        

      

      
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    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 cost and attorney fees to the
      prevailing party.

     

    17. 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:

    
      	 	
              Stuart
                Burgdoerfer

            
	 	
              3954
                Baughman Grant

            
	 	
              New
                Albany, OH 43054

            


    

    To
      the
      Company:

    
      	 	
              Limited
                Brands, Inc.

            
	 	
              Three
                Limited Parkway

            
	 	
              Columbus,
                Ohio 43230

            
	 	
              Attn:  
                Secretary

            
	 	 


    

    18. Settlement
      of Claims.
      The
      Company’s obligation to make the payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      circumstances, including, without limitation, any set-off, counterclaim,
      recoupment, defense, or other right which the Company may have against the
      Executive or others.

     

    19. 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.

     

    20. 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.

     

    
      21. 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.

       

      22. Entire
        Agreement.
        This
        Agreement along with the Executive’s Offer Letter constitutes the entire
        agreement between the parties hereto with respect to the subject matter


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    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. The parties agree that if there are any conflicts or inconsistencies
      between the Offer Letter and this Agreement, the more favorable term(s) shall
      be
      applied to the Executive.

     

    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 first above written.

     

    
      	 	
              LIMITED
                BRANDS, INC.

            	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
              By:

            	
              /s/
                Martyn Redgrave

            	 	
              4/10/07

            	 
	 	
              Name: 

            	Martyn
              Redgrave	 	
              Date

            	 
	 	
              Title: 

            	Executive
              Vice
              President and
              Chief
                Administrative Officer

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              /s/
                Stuart Burgdoerfer

            	 	
              4/10/07

            	 
	 	
            	
              Stuart
                Burgdoerfer

            	 	
              Date

            	 


    

     

    
 

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