EXECUTIVE AGREEMENT
(SCOTT M. BRACALE)
THIS IS AN AGREEMENT between TOO, INC., a Delaware corporation (the
"Corporation"), with its principal office located at 3885 Morse Road, Columbus,
Ohio 43219, and SCOTT M. BRACALE (the "Executive"), effective as of September
15, 2000.
RECITALS:
The Corporation considers the establishment and maintenance of a sound
and vital management to be part of its overall corporate strategy and essential
in protecting and enhancing the interests of the Corporation and its
shareholders. As part of this corporate strategy, the Corporation wishes to act
to retain its well-qualified executive officers notwithstanding any actual or
threatened change in control of the Corporation.
The Executive is a key executive officer of the Corporation and the
Executive's services, experience and knowledge of the affairs of the
Corporation, and reputation and contacts in the industry are extremely valuable
to the Corporation. The Executive's continued dedication, availability, advice,
and counsel to the Corporation are deemed important to the Corporation, its
Board of Directors (the "Board"), and its shareholders. It is, therefore, in the
best interests of the Corporation to secure the continued services of the
Executive notwithstanding any actual or threatened change in control of the
Corporation. Accordingly, the Board has approved this Agreement with the
Executive and authorized its execution and delivery on behalf of the
Corporation.
AGREEMENT:
1. TERM OF AGREEMENT. This Agreement will begin on the date entered
above and will irrevocably continue in effect for a three-year period through
September 15, 2003. On September 15, 2001, and on the anniversary date of each
year thereafter (a "Renewal Date"), the term of this Agreement will be extended
automatically for a period of one (1) year unless, not later than thirty (30)
days prior to such Renewal Date, the Corporation gives written notice to the
Executive that it has elected not to extend this Agreement, in which situation
this Agreement shall terminate at the end of the three-year term then in
progress. Notwithstanding the above, if a "Change in Control" (as defined
herein) of the Corporation occurs during the term of this Agreement, the term of
this Agreement will be for twenty-four (24) months beyond the end of the month
in which any such Change in Control occurs.
2. DEFINITIONS. The following defined terms shall have the meanings
set forth below, for purposes of this Agreement:
(a) ANNUAL AWARD. "Annual Award" means the cash payment paid
or payable to the Executive with respect to a fiscal year under the