exhibit1018formofasna_image1.jpg [exhibit1018formofasna_image1.jpg] Execution
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AWARD AGREEMENT PURSUANT TO THE ASCENA RETAIL GROUP, INC. TRANSFORMATION BONUS
PROGRAM UNDER THE ASCENA RETAIL GROUP, INC. 2016 OMNIBUS INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 10, 2015)
THIS AWARD AGREEMENT PURSUANT TO THE ASCENA RETAIL GROUP, INC. TRANSFORMATION
BONUS PROGRAM (this "Agreement"), is made effective as of March 30, 2017 (the
"Award Date"), by and between Ascena Retail Group, Inc. (the "Company") and you
(the "Participant"). By accepting this award, the Participant agrees to be bound
by the terms and conditions hereof.
WHEREAS, the Company maintains the Ascena Retail Group, Inc. 2016 Omnibus
Incentive Plan (Amended and Restated Effective December 10, 2015) (the "Plan"),
which is administered by the Compensation and Stock Incentive Committee of the
Company's Board of Directors (the "Committee");
WHEREAS, pursuant to Section 3.3 of the Plan, the Committee has adopted
guidelines for the grant of performance-based cash awards under the Plan;
WHEREAS, the Committee has adopted the Transformation Bonus Program Terms and
Conditions (the "Transformation Bonus T&C") under the Plan specifying
performance requirements for the period commencing on January 1, 2017 and ending
on the last day of the Company's 2021 fiscal year pursuant to which the
Participant may be eligible to receive a Transformation Bonus Award;
WHEREAS, a copy of the Transformation Bonus T&C has been provided to the
Participant and is hereby incorporated by reference herein (all capitalized
terms used but not defined in this Agreement shall have the meanings given to
them in the Transformation Bonus T&C);
WHEREAS, a copy of the Company's Incentive Compensation Recoupment Policy
effective June 2, 2016 (the "Recoupment Policy") has been provided to the
Participant and is hereby incorporated by reference herein;
WHEREAS, pursuant to Article IX of the Plan, the Committee has the authority to
grant Performance-Based Cash Awards (as defined in the Plan) that are payable
cash;
WHEREAS, the Committee wishes to grant to the Participant a Transformation Bonus
Award (the "Award") under the Plan, which Award qualifies as a Performance-Based
Cash Award under the Plan; and
WHEREAS, .the Transformation Bonus Award granted pursuant to this Agreement is
intended to constitute "performance-based compensation" within the meaning of
Section 162(m) of the Code and this Agreement and the Transformation Bonus T&C
shall be construed and interpreted in accordance with that intent.
NOW, THEREFORE, the Company and the Participant agree as follows:
1.Grant. Subject to the terms and conditions set forth under the Transformation
Bonus T&C, the Plan, the Restrictive Covenant Agreement, the Recoupment Policy
and this Agreement, as of the Award Date, the Committee hereby grants to the
Participant pursuant to Article IX of the Plan the right to receive a
Transformation Bonus Payment on each Payment Date based upon the Committee's
determination and certification of the extent to which the Company achieved the
Transformation Bonus Performance Goal with respect to each fiscal year ending
during the Performance Period.
2.Transformation Bonus Performance Goal; 2017 Salary Multiple. The amount of the
Participant's Transformation Bonus Payment will be calculated on each
Certification