(e) Equity Awards.               (i) If in the event of a Qualified Termination the Executive still holds one or more optionsto purchase shares of Company stock which have not expired and have not been fully exercised, theExecutive (or his or her heirs or estate), at any time within 3 years after the Termination Date(but in no event after the option has expired), may exercise any such options with respect to anyshares as to which the Executive could have exercised the options on the Termination Date.               (ii) The Executive agrees that until the expiration of 6 months from the Termination Date, theExecutive will not engage in the purchase or sale of the Company’s common stock (including withoutlimitation any “cashless exercise” of any stock options involving the sale of any Company commonstock as part of such option exercise) during any trading window “blackout” or “quiet period”applicable to management level employees (“Quiet Period”); provided that in no event shall theExecutive be prohibited from making a purchase or sale of the Company’s stock or exercising stockoptions for the Company’s stock if such sale, purchase or exercise is made pursuant to a writtenplan for trading securities within the meaning of Rule 10b5-1 under the Securities Exchange Act of1934, as amended (a “10b5-1 Trading Plan”), and such 10b5-1 Trading Plan is consistent with theCompany’s insider trading policy and has been approved by the Company. The Executive acknowledgesthat the Company reserves the right to modify the Quiet Period from time to time in its sole andabsolute discretion. The Company will provide the Executive with notice of Quiet Periods andchanges thereto at the time it provides such notice to the Company’s management level employees.In addition, the Executive agrees to notify the Company’s General Counsel prior to exercising anyoptions or trading in the Company’s common stock within such 6 month period following theTermination Date to ascertain whether such transaction would violate any Quiet Period covered bythis subsection (e)(ii).          (f) Withholdings. The Company may deduct from the Executive’s Severance Payment andany other payments otherwise due to the Executive, such withholding taxes and similar governmentalpayments and charges as may be required.          (g) Timing for Payment; Section 409A Restrictions. Notwithstanding anything in thisAgreement to the contrary, it is the intention of the parties that this Agreement comply withSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations orother guidance issued thereunder, and this Agreement and the payments of any benefits hereunderwill be operated and administered accordingly. Specifically, but not by limitation, the Executiveagrees that if, at the time of termination of employment, the Company is considered to be publiclytraded and the Executive is considered to be a specified employee, as defined in Section 409A ofthe Code (and as determined as of December 31 preceding the Executive’s termination of employment,unless the Executive’s termination of employment occurs prior to April 30, in which case thedetermination will be made as of the second preceding December 31), then some or all of suchpayments to be made under this Agreement as a result of the Executive’s termination of employmentwill be deferred for no more than 6 months following such termination of employment, if and to theextent the delay in such payments is necessary in order to comply with the requirements of Section409A of the Code after utilizing the short-term deferral and involuntary separation pay planregulations. Upon expiration of such 6 month
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period (or, if earlier, the Executive’s death), any payments so withheld hereunder from theExecutive hereunder will be distributed to the Executive, with a payment of interest thereoncredited at a rate of prime plus 1% (with such prime rate to be determined as of the actual paymentdate). Notwithstanding anything contained in this Agreement to the contrary, the Companyacknowledges that, for purposes of Section 409A of the Code, each and every payment made under thisAgreement shall be deemed a separate payment and not a series of payments.     2. Release and Waiver.     The Company’s obligation to make the payments and provide the benefits to the Executive as setforth in Section 1 above will be conditioned upon and subject to the Executive having delivered tothe Company an executed full and unconditional release (which will be effective when such releaseis no longer subject to revocation) of any and all claims against the Company, its parent entities,affiliates, employee benefit plans and fiduciaries (to the extent permissible under ERISA), andtheir respective officers, employees, directors, agents and representatives satisfactory in formand content to the Company’s counsel.     3. Cooperation.     In connection with a Qualified Termination or any other termination of the Executive’semployment, the Executive agrees to reasonably cooperate with the Company prior to and in the 60day period immediately following the Termination Date, subject to the Executive’s othercommitments, in promptly transitioning the Executive’s duties and activities within the Company tothe person or persons designated by the Company to receive them.     4. Nondisparagement; Non-Solicitation; Confidentiality.          (a) Nondisparagement. In connection with a Qualified Termination or any othertermination of the Executive’s employment, Executive agrees not to take action or make anystatement, written or oral, in the 1 year period following the Termination Date which is intendedto materially disparage the Company or its business.          (b) Non-Solicitation. The Executive agrees that, during the 1 year period following aQualified Termination or any other termination of the Executive’s employment, the Executive willnot directly or indirectly solicit, attempt to hire, or hire any employee of the Company (or anyperson who may have been employed by the Company during the last year of the term of theExecutive’s employment with the Company), or actively assist in such hiring by any other person orbusiness entity or encourage, induce or attempt to induce any such employee to terminate his or heremployment with the Company. This non-solicitation does not apply to your administrative assistantor to any person who was involuntarily terminated by the Company more than thirty (30) days priorto any such solicitation.          (c) Confidentiality. The Executive will not in any manner following a QualifiedTermination or any other termination of the Executive’s employment, directly or indirectly, withoutthe express prior written consent of the Company, disclose or use any Confidential Information ofthe Company. “Confidential Information” will include all information concerning the Company or anyparent, subsidiary, affiliate, employee, customer or
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supplier or other business associate of the Company or any affiliate (including but not limited toany trade secrets or other confidential, proprietary or private matters), which has been or isreceived by the Executive from the Company, or from any parent, subsidiary, affiliate or customeror supplier or other business associate of the Company, or is otherwise in the possession of theExecutive and which is not known or generally available to the public, but will not include anyinformation that (i) was generally known to the public prior to its disclosure to the Executive;(ii) becomes generally known to the public subsequent to disclosure to the Executive through nowrongful act of the Executive or any representative of the Executive; (iii) the Executive isrequired to disclose by applicable law, regulation or legal process (provided that theExecutive provides the Company with prior notice of the contemplated disclosure and cooperates withthe Company at its expense in seeking a protective order or other appropriate protection of suchinformation); or (iv) is disclosed to the Executive’s spouse, attorney and/or the Executive’spersonal tax and financial advisors as reasonably necessary or appropriate to advance theExecutive’s tax, financial and other personal planning and who keeps such information confidentialon terms no less favorable to the Company than the terms of this confidentiality obligation aboveand provided that you will be responsible for any breach of confidentiality by such person.     5. Remedies.     The Executive acknowledges and affirms that money damages cannot adequately compensate theCompany for any breach by the Executive of Section 4 of this Agreement and that the Company isentitled to seek equitable relief (without posting any bond) in any federal or state court inMassachusetts or other court of competent jurisdiction to prevent or otherwise restrain any actualor threatened breach of the provisions of said Section and/or compel specific performance of, orother compliance with, the terms thereof.     6. Miscellaneous.          (a) At-Will Employment. This Agreement is not a contract to employ the Executive fora definite time period, and is not intended to be and does not constitute a contract or part of acontractual agreement for continued employment, either express or implied, between the Company andthe Executive, it being acknowledged that the Executive’s employment is “at will” and that eitherthe Executive or the Company may terminate the employment relationship at any time, for any or noreason, with or without Cause and with or without prior notice, but subject to the Executive’srights to Severance Benefits under the terms provided hereunder.          (b) Successors and Assigns. This Agreement and all of the provisions hereof shall bebinding upon, and inure to the benefit of, the parties hereto and their successors (includingsuccessors by merger, consolidation, sale or similar transaction, permitted assigns, executors,administrators, personal representatives, heirs and distributees). This Agreement is personal innature and the rights and obligations of the Executive under this Agreement shall not be assignedor transferred by the Executive.          (c) Attorneys Fees. Each party shall bear his or her or its own attorney’s fees andexpenses.
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          (d) Governing Law. This Agreement shall be interpreted in accordance with thesubstantive laws of The Commonwealth of Massachusetts and without regard to any conflict of lawsprovisions.          (e) Effect on Other Agreements; Modification. This Agreement constitutes the entireagreement between the Executive and the Company with respect to the subject matter of thisAgreement. This Agreement may be modified only in a writing signed by both parties. For as longas this Agreement is in effect, to the degree there is any conflict between the severance paymentsand benefit provisions to which the Executive is then entitled under this Agreement and those ofany other written agreement which continues to be in effect between the Company and the Executive,such conflict shall be resolved by the Company in good faith by affording the Executive the morefavorable severance payments and benefits contained in any such agreement. Notwithstanding theforegoing, nothing herein relieves the Executive from the obligation to comply with the restrictivecovenants of all such agreements or from the consequences of noncompliance therewith regardlessunder which agreement the severance payments and severance benefits may be deemed to have beenmade. Furthermore, for purposes of clarification only, if an Executive receives severance pay andbenefits under one agreement, the Executive shall not be entitled to severance pay or benefitsunder any other agreement, plan or arrangement.          (f) Execution. This Agreement may be executed in one or more counterparts, each ofwhich when so executed shall be deemed to be an original, and all such counterparts together shallconstitute but one and the same instrument.          (g) Term of Agreement. This Agreement shall be effective upon execution and shallremain in effect at all times during the Executive’s employment with the Company, unless expresslyamended or superseded in writing by the parties hereto.          (h) Notices. For the purpose of this Agreement, notices and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to have been duly given whendelivered or when mailed by United States registered mail, return receipt requested, postageprepaid, addressed to the respective addresses set forth below, or to such other address as eitherparty may have furnished to the other in writing in accordance herewith, except that notice ofchange of address shall be effective only upon actual receipt:To the Company:The Talbots, Inc.One Talbots DriveHingham, Massachusetts 02043Attention: Executive Vice President/Human Resources and Administration*with a copy to:*The Talbots, Inc.