AMENDMENT NO. 1
AMENDMENT NO. 1 (“Amendment”) effective as of the 1
day of January, 2009 to the employment
agreement (the “Employment Agreement”) dated as of May 2, 2002, by and between The Dress Barn, Inc.
(the “Company”) and David R. Jaffe (the “Executive”).
WHEREAS , the Company and the Executive have previously entered into the Employment Agreement;
WHEREAS , the Company and the Executive desire to amend the Employment Agreement.
NOW, THEREFORE , solely for the purpose of making changes that are necessary or desirable to
reflect Section 409A of the Internal Revenue Code of 1986, as amended, effective as of the date set forth above,
the Employment Agreement is hereby amended as follows:
1. The last sentence of Section 6(a) and the second sentence of Section 7(b) of the Employment
Agreement are hereby amended to include the following at the end thereof:
“, subject to the Delay Period under Section 11(b) of the Agreement”
2. The second sentence of Section 6(b) of the Employment Agreement is hereby amended to read
“In the event Executive’s employment is terminated by reason of a Notice of Termination
following a Change in Control, Dress Barn shall pay the Executive an amount equal to two times
the Base Salary at the rate in effect on the date of the Notice of Termination, which amount shall
be payable pro-ratably over a period equal to what would have otherwise been the period
remaining in the applicable term, but not less than one year, subject to the Delay Period under
Section 11(b) of the Agreement.”
3. The Employment Agreement is hereby amended to include a new Section 11 immediately
following Section 10 thereof to read as follows:
“11. Code Section 409A.
(a) Although Dress Barn does not guarantee to the Executive any particular tax treatment
relating to the payments and benefits paid in accordance with the terms an