By Overnight Mail
   Base Salary, Benefits and Perquisites
 
    
    Your initial salary will be at the rate of $400,000 per annum. Your salary will be paid to
you on a bi-weekly basis. Your first review for a possible salary increase based on
demonstrated job performance will be scheduled for the first quarter of FY 2010 and annually
thereafter.
 
    
    Effective one (1) month from your employment start date, you will be eligible to
participate in the Companys medical and dental benefit plans currently in effect and
generally available at the time to Talbots senior executives, subject to plan terms and
eligibility conditions. Beginning on your employment start date, you will be eligible to
participate in all other benefit plans currently in effect and generally available at the time
to Talbots senior executives, subject to plan terms and eligibility conditions. Plans are
subject to modification or termination by the Company in its discretion. You will accrue paid
time off on a weekly basis throughout the year at a rate of 4.62 hours per week. Beginning on
your employment start date, you will also be eligible for all perquisites at a level
commensurate with the executive vice president level at Talbots as in effect from time to
time, including any auto allowance and reimbursement of financial planning expenses as then in
effect at the executive vice president level; provided, however, (i) for
fiscal 2009 only, the Company shall provide you with reimbursement of financial planning
expenses up to a maximum of $10,000, and (ii) the Company will reimburse you for up to $5,000
for legal expenses incurred by you in connection with the review and execution of this offer
letter. Perquisites will not be grossed up for taxes. You will also be entitled to a change
in control agreement, a copy of which is attached as Exhibit A (the Change in Control
Agreement), which will be effective upon execution and shall remain in effect at all times
during your employment with the Company, unless expressly amended or superseded in writing by
the parties hereto
 
    
    You will be entitled to reimbursement for business travel (including to the Hingham,
Massachusetts corporate headquarters) and other business expenses in accordance with the
Companys normal business expense reimbursement policy.
 
    
    You will report directly to the chief financial officer or chief operating officer or chief
executive officer (or persons performing the similar role or function).




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
    
    Your start date will be April 6, 2009.
 Annual Incentive Award Opportunity
 
    
    You will be eligible for participation in any annual incentive plan of the Company as may
be in effect from time to time. Your target award opportunity under any annual incentive plan
of the Company will be 75% of your base salary. If an incentive plan is established for FY
2009, any annual incentive award you may be entitled to would be pro-rated.
 Equity Compensation
 
    
    You will be eligible to receive such equity incentive compensation as may be awarded from
time to time by the Companys Compensation Committee of the Board of Directors (the
Compensation Committee) pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive
Plan as same may be amended or superseded from time to time (Equity Plan). All incentive
awards granted to you will be subject to the terms of the Equity Plan.
 
    
    Contingent upon approval by the Compensation Committee, as a special hiring inducement
award in consideration for your joining the Company, you will be awarded a one-time restricted
stock award for 35,000 shares of Common Stock of the Company, $0.01 par value per share
(Common Stock) pursuant to and subject to the terms and conditions of a Restricted Stock
Award Agreement to be executed by the Company and you upon your joining the Company.
Contingent upon approval by the Compensation Committee, this restricted stock award will be
effective on the later of your employment commencement date and the effective date of the
Compensation Committees approval and, subject to the terms of the Restricted Stock Award
Agreement, will vest over a three-year period as follows: 25% on the first anniversary of the
effective date of grant; 25% on the second anniversary of the effective date of grant; and 50%
on the third anniversary of the effective date of grant.
 
    
    Contingent upon approval by the Compensation Committee, you will also be eligible to
receive a one-time Non-Qualified Stock Option to purchase 15,000 shares of Common Stock
pursuant to and subject to the terms and conditions of a Nonqualified Stock Option Agreement,
to be executed by the Company and you upon your joining the Company. Contingent upon approval
by the Compensation Committee, the option price will be equal to the closing stock price on
the grant date which will be the later of your employment commencement date and the effective
date of the Compensation Committees approval. The option will vest in one-third annual
increments beginning one year from the effective date of the award.
 
    
    You understand and agree that the number and timing of any future equity awards to you will
be subject to Compensation Committees sole discretion.
 Severance




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
    
    It is understood and agreed that either you or Talbots may terminate the employment
relationship at any time and for any reason upon giving thirty (30) days prior written
notice. Your eligibility for severance benefits will be pursuant to and subject to the terms
and conditions of the Severance Agreement being executed between you and the Company at the
same time and attached hereto as Exhibit B (the Severance Agreement). Subject to
the terms and conditions of such Agreement, in the event of a termination of your employment
by the Company without Cause (as defined in the Severance Agreement) or by you for Good Reason
(as defined in the Severance Agreement), you would be entitled to receive 1.5 times your
annual base salary and 18 months benefits continuation, subject to the Companys receipt of a
release and waiver as required by the Severance Agreement. In the event that you become
entitled to severance benefits under either the Severance Agreement or the Change in Control
Agreement you shall in no event be obligated to seek other employment or take any other action
by way of mitigation of the amounts payable to you under such applicable agreement; any
amounts to which you are entitled to be paid under either the Severance Agreement or the Change
in Control Agreement shall not be reduced or offset in any way, subject to all rights and
remedies of the Company upon any breach by you of any of your obligations to the Company.
 Restrictive Covenants
 
    
    Confidentiality. You agree that you will not, at any time during or following your
employment, directly or indirectly, without the express prior written consent of the Company,
other than in the performance of your duties as an executive of the Company, disclose or use
any Confidential Information of the Company. Confidential Information will include all
information concerning the Company or any parent, subsidiary, affiliate, employee, customer or
supplier or other business associate of the Company or any affiliate (including but not
limited to any trade secrets or other confidential, proprietary or private matters), which has
been or is received by you or in your possession whether from the Company, or from any parent,
subsidiary, affiliate or customer or supplier or other business associate of the Company or
otherwise, or developed by you during the term of your employment, and which is not known or
generally available to the public, but will not include any information that (i) was generally
known to the public prior to its disclosure to you; (ii) becomes generally known to the public
subsequent to disclosure to you through no wrongful act of you or any representative of you;
(iii) you are required to disclose by applicable law, regulation or legal process
(provided that you provide the Company with prior notice of the contemplated
disclosure and cooperate with the Company at its expense in seeking a protective order or
other appropriate protection of such information); or (iv) is disclosed to your spouse,
attorney and/or your personal tax and financial advisors as reasonably necessary or
appropriate to advance your tax, financial and other personal planning and who keeps such
information confidential on terms no less favorable to the Company than the terms of this
confidentiality obligation above and provided that you will be responsible for any breach of
confidentiality by such person.
 
    
    Non-Disparagement. You agree that, for a period of one (1) year after termination
or cessation of your employment for any reason, you will not take action or make any




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statement, written or oral, which is intended to materially disparage the Company or its
business. Notwithstanding anything to the contrary contained herein or in the Severance
Agreement, neither this provision nor the same provision in the Severance Agreement shall
apply to accurate statements by you in your prosecution or defense of any action or proceeding
by or against the Company in any court or other tribunal of competent jurisdiction, including
arbitration and mediation, nor shall it apply to accurate statements by you in any testimony
given pursuant to subpoena or other process issued by a court or other tribunal of competent
jurisdiction.
    
    Non-Solicitation. You agree that, for a period of one (1) year after the
termination or cessation of your employment for any reason, you will not directly or
indirectly solicit, attempt to hire, or hire any employee of the Company (or any person who
may have been employed by the Company during the last year of your employment with the
Company), or actively assist in such hiring by any other person or business entity or
encourage, induce or attempt to induce any such employee to terminate his or her employment
with the Company. This non-solicitation does not apply to your administrative assistant or to
any person who was involuntarily terminated by the Company more than thirty (30) days prior to
any such solicitation.
    
    Non-Competition. You agree that throughout your employment, and for a period of
six (6) months after termination or cessation of employment for any reason, you will not work
directly or indirectly in any capacity or perform any services (including as an officer,
director, employee, agent, advisor, in any consulting capacity or as an independent
contractor) for any person, partnership, division, corporation
or other entity in any business in competition with the principal businesses carried on by the
Company in any jurisdiction in which the Company actively conducts business, including for
illustrative purposes only and not limited to, Ann Taylor, Gap Inc., Chicos FAS, J. Crew,
Coldwater Creek, Polo Ralph Lauren or Nordstroms (or any of their affiliated brands,
subsidiaries or successors) or J. Jill following the sale or other disposition of the J. Jill
brand.
    
    You acknowledge, with the advice of legal counsel, that you understand the foregoing
non-competition agreement and other restrictive covenants, that they are binding and
enforceable against you, and that these provisions are fair, reasonable, and necessary for the
protection of the Companys business.
    
    In addition to all other rights and remedies of the Company under this offer letter or
otherwise, upon any material breach of any of the restrictive covenants set forth under the
Confidentiality, Non-Solicitation and Non-Competition provisions above, which is not
cured within ten (10) days following written notice to you from the Company, such notice to be
provided in the same manner as set forth in Paragraph 6(h) of the Severance Agreement, the
Company will have the right to terminate any severance payment and benefits provided pursuant
to this offer letter (including all related agreements) or any other or successor severance
agreement covering you and the Company will also have the right to recover any severance
payment and benefits previously paid under this offer letter or such other related agreements
or any other or successor severance agreement covering you.




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Definition
 
    
    Cause will have the meaning set forth in the Severance Agreement.
    
    Good Reason will have the meaning set forth in the Severance Agreement.
 Arbitration; Mediation
 
    
    Any dispute, controversy or claim between the parties arising out of or relating to this
offer letter or all related agreements referenced herein, will be settled by arbitration
conducted in The Commonwealth of Massachusetts (before a single arbitrator who shall be a
former federal or state court judge), in accordance with the Commercial Rules of the American
Arbitration Association then in force, and each party shall bear their own expenses including
attorneys fees; provided, however, you acknowledge that in the event of a violation of the
restrictive covenants set forth above, the Company would suffer irreparable damages and will
be entitled to obtain from a state or federal court in The Commonwealth of Massachusetts or a
federal or state court of any other state or jurisdiction, temporary, preliminary or permanent
injunctive relief (without the necessity of posting any bond or other security), which rights
will be in addition to any other rights or remedies to which it may be entitled. You hereby
irrevocably consent to the exclusive jurisdiction of any federal court or state court located
in The Commonwealth of Massachusetts, and you hereby agree that process in any suit, action or
proceeding may be served anywhere in the world in the same manner as provided for notices to a
party as provided in the Severance Agreement. Moreover, nothing in this provision prevents
you from filing, cooperating with, or participating in any proceeding before the EEOC or a
state Fair Employment Practices Agency relating to discrimination or bias (except that you
acknowledge that you may not recover any monetary benefits in connection with any such
proceeding). The decision of the arbitrator conducting any such arbitration proceedings will
be in writing, will set forth the basis therefor and such arbitrators decision or award will
be final and binding upon the Company and you. The Company and you will abide by all awards
rendered in such arbitration proceedings, and all such awards may be enforced and executed
upon in any court having jurisdiction over the party against whom or which enforcement of such
award is sought. Notwithstanding the foregoing, the Company and you agree that, prior to
submitting a
dispute under this offer letter to arbitration, the parties agree to submit, for a period of
sixty (60) days, to voluntary mediation before a jointly selected neutral third party mediator
under the auspices of JAMS, Boston, Massachusetts, Resolution Center (or any successor
location), pursuant to the procedures of JAMS International Mediation Rules conducted in The
Commonwealth of Massachusetts (however, such mediation or obligation to mediate will not suspend
or otherwise delay any termination or other action of the Company or affect the Companys other
rights).




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Taxes
 
    
    Notwithstanding anything to the contrary in this offer letter or the related agreements
referenced herein or in any other severance agreement or severance arrangement between you and
the Company, including without limitation the Severance Agreement and Change in Control
Agreement (for purposes of this subsection, all collectively referred to as the agreements),
it is the intention of the parties that each of such agreements comply with Section 409A of
the Internal Revenue Code of 1986, as amended (the Code), and any regulations or other
guidance issued thereunder, and the agreements and the payments of any benefits thereunder
will be operated and administered accordingly. Specifically, but not by limitation, you agree
that if, at the time of termination of employment, the Company is considered to be publicly
traded and you are considered to be a specified employee, as defined in Section 409A of the
Code (and as determined as of December 31 preceding your termination of employment, unless
your termination of employment occurs prior to April 30, in which case the determination will
be made as of the second preceding December 31), then some or all of such payments to be made
under the agreements as a result of your termination of employment will be deferred for no
more than six (6) months following such termination of employment, if and to the extent the
delay in such payments is necessary in order to comply with the requirements of Section 409A
of the Code after utilizing the short-term deferral and involuntary separation pay plan
regulations. Upon expiration of such six (6) month period (or, if earlier, your death), any
payments so withheld will be distributed to you, with a payment of interest thereon credited
at a rate of prime plus 1% (with such prime rate to be determined as of the actual payment
date). Notwithstanding anything contained in this Agreement to the contrary, the Company
acknowledges that, for purposes of Section 409A of the Code, each and every payment made under
this Agreement shall be deemed a separate payment and not a series of payments. The foregoing
provisions of this subsection are hereby incorporated into and made a part of the Severance
Agreement and the Change in Control Agreement.
 Release and Waiver
 
    
    The Companys obligation to make the payments and provide the benefits to you under or in
connection with this offer letter or the related agreements referenced herein, or under any
other severance agreement or severance arrangement (including, without limitation, under the
Severance Agreement or the Change in Control Agreement) will be conditioned upon and subject
to your delivery to the Company of an executed release (which will be effective when such
release is 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), and their respective officers, employees, directors, agents and representatives
satisfactory in form and content to the Companys counsel.




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Miscellaneous
 
    
    This offer letter together with all related agreements referenced herein (collectively, the
Documents) constitute the entire understanding between you and the Company and cannot be
modified, altered or waived unless it is done in a writing signed by both you and the Company.
If there is any conflict between the terms of these Documents and any other document related
to your employment, the terms of these Documents will control. This offer letter is governed
by the laws of The Commonwealth of Massachusetts (other than its rules for conflicts of laws).
This offer letter is personal in nature to the Company and your rights and obligations under
this offer letter may not be assigned by you. This offer letter shall be binding upon and
inure to the benefit of the parties hereto and their successors (including successors by
merger, consolidation, sale or similar transaction, permitted assigns, executors,
administrators, personal representatives, and heirs). The Company also agrees that you will
be entitled to indemnification and advancement of expenses on and subject to the terms and
conditions of Section 6.4 of the Companys bylaws as currently in effect
 
    
    It is the intention of the parties that the provisions of this offer letter will be
enforced to the fullest extent permissible under the laws and public policies of each state
and jurisdiction in which such enforcement is sought, but that the unenforceability (or the
modification to conform with such laws or public policies) of any provisions hereof, will not
render unenforceable or impair the remainder of this offer letter. Accordingly, if any
provision of this offer letter will be determined to be invalid or unenforceable, either in
whole or in part, this offer letter will be deemed amended to delete or modify, as necessary,
the offending provisions and to alter the balance of this offer letter in order to render the
same valid and enforceable to the fullest extent permissible.
 
    
    By accepting this offer, you represent that you are not under any obligation or covenant to
any former employer or any person, firm or corporation, which would prevent, limit or impair
in any way the performance by you of your duties as an employee of Talbots. You have also
provided to the Company a true and complete copy of any non-competition and/or
non-solicitation obligation or agreement to which you may be subject.
 
    
    You unconditionally agree not to: (1) use in connection with your employment with Talbots
any confidential or proprietary information which you have acquired in connection with any
former employment or reveal or disclose to Talbots or any of Talbots employees, agents,
representatives or vendors, any confidential or proprietary information which you have
acquired in connection with any former employment; or (2) directly or indirectly solicit or
attempt to solicit for hire any employee of any prior employer or directly or indirectly
interfere with any customer or vendor relationship of any prior employer, in each case, in
breach or violation of any existing covenant or obligation to which you may be subject and for
the time period specified in any such covenant or obligation. You acknowledge that this
policy and practice of Talbots is to be strictly followed and adhered to by you. You also
agree that you have not taken and do not have in your possession any confidential information
of a prior employer and have returned to your prior employer any confidential information
which was in your possession.




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
    
    You represent that the information (written or oral) provided to the Company by you or your
representatives in connection with obtaining employment or in connection with your former
employments, work history, circumstances of leaving your former employments and educational
background is true and complete.
 
    
    This offer is effective only through Friday, March 27, 2009 and is contingent upon a
satisfactory background check. If you wish to accept our offer as outlined above, please sign
and return this letter to me. The enclosed copy is for your records.
 
    
    This offer letter will be effective upon execution and shall remain in effect at all times
during your employment with the Company, unless expressly amended or superseded in writing by
the parties hereto.
  Very truly yours,/s/ Michael ScarpaMichael ScarpaChief Operating Officer and
Chief Financial Officer Accepted and agreed
this 30th day of March, 2009/s/ Benedetta I. CasamentoBenedetta I. Casamento