UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

June 17, 2020
Date of Report (date of earliest event reported)
ASCENA RETAIL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-11736 30-0641353
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
933 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address of principal executive offices, including zip code)

(551) 777-6700
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share ASNA The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 




 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Given the volatile and uncertain environment created by COVID-19, which is disrupting the retail industry and more specifically, the Company’s business across all brands, the Compensation and Stock Incentive Committee (the “Committee”) of the Board of Directors (the “Board”) of Ascena Retail Group, Inc. (the “Company”), in consultation with the Company’s legal and compensation advisors, extensively reviewed the Company’s short- and long-term incentive programs for its entire workforce to determine whether those programs appropriately align compensation opportunities with the Company’s current goals and ensure the stability of the Company’s workforce. Following such thorough consultation and review, the Committee approved the following adjustments to the Company’s existing compensation programs, and restored base salaries to their pre-reduction rates for all those who were subject to a temporary base salary reduction as a result of the COVID-19 pandemic (with such restoration effective as of June 21, 2020 for its current named executive officers (“NEOs”)), to enable the Company to retain and continue to motivate its NEOs and other officers and employees.
Retention and Performance-Based Arrangements
On June 17, 2020, the Company implemented new retention and performance-based arrangements for each of the NEOs and for three other executive officers, intended to cover a 6-month period, which arrangements are in lieu of the short- and long-term incentive award opportunities that the executive officers would have had under the Company’s historical plans. With respect to the retention arrangement, in accordance with his or her retention and clawback agreement (“Retention and Clawback Agreement”), on or about June 22, 2020, each of the NEOs will receive a cash retention award, in an amount equal to $1,068,750 for each of the Chief Executive Officer and the Interim Executive Chair of the Board and $603,125 for the Executive Vice President and Chief Financial Officer, which amount represents (i) 25% of the sum of (A) 75% of his or her fiscal 2021 target annual incentive and (B) 50% of his or her fiscal 2021 target long-term incentive, plus (ii) in the case of our Executive Vice President and Chief Financial Officer who has an existing retention agreement, an additional amount that accounts for the consolidation of his existing retention agreement with that newly implemented by the Company (i.e., $275,000). The award amounts for our other executive officers will be determined on the same basis as the award amounts for our NEOs. Pursuant to his or her Retention and Clawback Agreement, each such award will be paid immediately, subject to repayment if the recipient is terminated for Cause or resigns without Good Reason (as each term is defined therein), in each case, before December 31, 2020 (the “Retention Date”), provided, that, the Retention Date with respect to $275,000 of our Executive Vice President and Chief Financial Officer’s award will be August 31, 2020. In the event that the recipient’s employment with the Company or one of its subsidiaries is terminated for any reason (other than for Cause or without Good Reason) prior to the Retention Date, such recipient’s right to retain the award is subject to the execution of a release of claims in favor of the Company and its subsidiaries.
The foregoing description of the Retention and Clawback Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Retention and Clawback Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.
Under the performance-based arrangement, each of the NEOs will have the opportunity to earn a cash incentive award, in an amount equal to $1,068,750 for each of the Chief Executive Officer and the Interim Executive Chair of the Board and $328,125 for the Executive Vice President and Chief Financial Officer, which amount represents 25% of the sum of (i) 75% of his or her fiscal 2021 target annual incentive and (ii) 50% of his or her fiscal 2021 target long-term incentive. Payment of the award will be subject to achievement of objective performance criteria to be established by the Committee as soon as possible.
Employee Incentive Program
In addition to making changes to the existing compensation structure for its NEOs and other executive officers, the Committee made adjustments to the existing compensation structure for employees who are currently eligible to participate in the Company’s short- and long-term incentive programs (excluding our field managers, who will continue to participate in their existing incentive programs). The Committee acknowledged that the significant uncertainty in the current environment was posing a meaningful distraction for employees and determined that replacing the existing performance-based arrangements with a combination of retention and performance-based arrangements was essential to keep employees engaged and focused on the tasks necessary to move the Company forward in achieving its goals. Accordingly, the Company implemented a revised compensation program intended to cover a 6-month period, under which each participating employee will have a target award opportunity equal to 50% of the sum of (i) 75% of his or her fiscal 2021 target annual incentive and (ii) 50% of his or her fiscal 2021 target long-term incentive, which is consistent with the award opportunities established for the executive officers, as described above. As with the
        

executive officers, each employee’s target award opportunity will be 50% retention-based and 50% performance-based. Compensation opportunities beyond the foregoing 6-month period will be determined by the Committee at a later date.
Performance-Based Cash LTIP Awards
In fiscal 2018 and 2019, the Company granted performance-based cash awards under its long-term incentive plan. As originally structured, (i) the fiscal 2018 performance-based cash awards were earned based on the Company’s achievement of the specified Net Income (50% weighted) and three-year TSR relative to a select index of retailers (50% weighted) targets, and (ii) the fiscal 2019 performance-based cash awards were earned based on the Company’s achievement of EBITDA Growth (75% weighted) and Comparable Sales (25% weighted) targets, with a modifier for TSR performance relative to a select group of peers. Such earned performance-based cash awards would then be paid in October 2020 or October 2021, respectively, subject to the employee’s continued employment with the Company or one of its subsidiaries through August 1, 2020 or August 3, 2021, respectively. Under the revised arrangement, as documented in his or her acceleration agreement (“Acceleration Agreement”), payment of the portion of the performance-based cash awards that has been earned based on fiscal 2018 and 2019 performance has been accelerated for our Chief Executive Officer, our Executive Vice President and Chief Financial Officer and all other active employees holding such performance-based cash awards. Our Chief Executive Officer will receive $913,750 for his fiscal 2018 performance-based cash award and $100,000 for his fiscal 2019 performance-based cash award, and our Executive Vice President and Chief Financial Officer will receive $72,250 for his fiscal 2018 performance-based cash award and $11,400 for his fiscal 2019 performance-based cash award.
As with the NEO and executive officer retention and performance-based arrangements, the accelerated performance-based cash award payment is subject to repayment if the employee’s employment with the Company or one of its subsidiaries is terminated for Cause or without Good Reason (as each term is defined in his or her award agreement) prior to August 1, 2020 (for the accelerated fiscal 2018 payment) or August 3, 2021 (for the accelerated fiscal 2019 payment). Additionally, in the event that the employee’s employment with the Company or one of its subsidiaries is terminated for any reason (other than for Cause or without Good Reason) prior to the relevant date, such recipient’s right to retain the accelerated payment is subject to the execution of a release of claims in favor of the Company and its subsidiaries.
The foregoing description of the Acceleration Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Acceleration Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference.
We believe all of the foregoing changes will be instrumental in preserving our workforce.


        

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number Description
Form of Retention and Clawback Agreement for NEOs.
Form of Acceleration Agreement for NEOs.

Forward-Looking Statements

Certain statements or information made within this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. Forward-looking statements are statements related to future, not past, events, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “preliminary,” or “range,” or similar words. Forward-looking statement in this Current Report on Form 8-K include, without limitation, statements regarding the Company’s retention and performance-based arrangements, employee incentive programs and performance-based cash LTIP awards. The Company does not undertake to publicly update or review its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied will not be achieved. Detailed information concerning a number of factors that could cause actual results to differ materially from the information contained herein is readily available in the Company’s most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission.

        

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ASCENA RETAIL GROUP, INC.
(Registrant)
 
Date: June 22, 2020
By: /s/ Dan Lamadrid
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
        

Privileged and Confidential

June [__], 2020

[NAME]

Re:  Retention Bonus
Dear [NAME]:
On behalf of Ascena Retail Group, Inc. (together with its subsidiaries, the “Company”), I am pleased to offer you the opportunity to receive a cash retention bonus in the amount of $[__] (the “Retention Bonus”), if you agree to the terms and conditions contained in this letter agreement (this “Agreement”) by executing and returning a copy of this Agreement to the Company. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 2.
1.Retention Bonus. The Company will pay you the Retention Bonus on or about June 22, 2020.
(a)[Once paid to you, the Retention Bonus will vest and become non-forfeitable on December 31, 2020 (the “Vesting Date”)] OR [You will vest and obtain a non-forfeitable right to $275,000 of the Retention Bonus on August 31, 2020 and the remaining $328,125 of the Retention Bonus on December 31, 2020 (each of August 31, 2020 and December 31, 2020, a “Vesting Date”), in each case], subject to your continued employment with the Company on the Vesting Date and the other terms and conditions set forth herein.
(b)[You agree that in the event your employment with the Company terminates prior to the Vesting Date for any reason other than a Qualifying Termination, you will be required to repay to the Company, within thirty (30) days of such termination, the After-Tax Value of the Retention Bonus.] OR [You agree that in the event your employment with the Company terminates prior to the last Vesting Date for any reason other than a Qualifying Termination, you will be required to repay to the Company, within thirty (30) days of such termination, the After-Tax Value of the Unvested Portion of the Retention Bonus.]
(c)Notwithstanding anything to the contrary contained herein, in the event of your Qualifying Termination before the [last] Vesting Date, subject to your execution and non-revocation of a waiver and general release of claims, in the form provided by the Company and as further described in the Executive Severance Plan, within thirty (30) days of your Qualifying Termination date (or such longer period as may be required to obtain a valid release of all covered claims), you will not be required to repay to the Company any portion of the Retention Bonus.
(d)For the avoidance of doubt, a leave of absence approved by the Company shall not constitute a termination of your employment for purposes of this Agreement.
2.Definitions. For purposes of this Agreement:
(a)“After-Tax Value of the [Unvested Portion of the] Retention Bonus” means the gross amount of the unvested and forfeitable portion of the Retention Bonus as of your non-Qualifying Termination date, net of any taxes you are required to pay in respect thereof and determined taking into account any tax benefit that may be available in respect of the repayment described above. The Company


shall determine in good faith the After-Tax Value of the [Unvested Portion of the] Retention Bonus, which determination shall be conclusive and binding.
(b)“Cause” has the meaning set forth in the Executive Severance Plan.
(c)“Disability” has the meaning set forth in the Executive Severance Plan.
(d)“Executive Severance Plan” means the Ascena Retail Group, Inc. Executive Severance Plan, as amended and restated as of May 26, 2020.
(e)“Good Reason” has the meaning set forth in the Executive Severance Plan.
(f)“Qualifying Termination” means the termination of your employment (i) by the Company for a reason other than Cause, (ii) due to your death or Disability or (iii) by you for Good Reason.
3.Release. As a condition to receiving the Retention Bonus, you hereby agree to release any and all Claims (as defined below) against the Company, its affiliates and their respective directors, officers and employees. “Claims” means claims, charges or complaints for, or related to, any breach of contract, violation of any statute or law, or tortious conduct occurring, or based on events occurring, on or before the date of this Agreement; provided, that, Claims do not include, and you are not releasing: (a) any claims that may not be released as a matter of law, (b) any claims or rights that arise after you sign this Agreement, (c) any claims or rights with respect to accrued compensation or benefits, (d) any claims or rights for indemnification, advancement of defense costs or other fees and expenses and related matters, arising as a matter of law or under the organizational documents of the Company or its affiliates or under any applicable insurance policy with respect to your liability as an employee, director, manager or officer of the Company or its affiliates, and (e) any claims or rights under the directors and officers and other insurance policies of the Company and its affiliates.
4.Reaffirmation of Existing Restrictive Covenants. By entering into this Agreement, you hereby reaffirm, and agree to be bound by, all of your existing restrictive covenant obligations in favor of the Company.
5.Withholding Taxes. The Company may withhold from the Retention Bonus payable to you hereunder such federal, state and local taxes as the Company determines in its sole discretion may be required to be withheld pursuant to any applicable law or regulation.
6.No Right to Continued Employment. Nothing in this Agreement will confer upon you any right to continued employment with the Company (or its affiliates or their respective successors) or interfere in any way with the right of the Company (or its affiliates or their respective successors) to terminate your employment at any time, without notice, and for any or no reason.
7.Interaction with Other Arrangements. The Retention Bonus is a special payment to you[, and expressly supersedes and replaces your outstanding retention bonus opportunity payable on August 31, 2020 pursuant to that certain Retention Offer Letter Agreement, by and between you and the Company, dated as of May 1, 2019 (the “Prior Bonus Arrangement”)]. Neither the Retention Bonus nor payment thereof will be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive, pension, retirement, insurance or other employee benefit plan of the Company or its affiliates, unless such plan or agreement expressly provides otherwise.
2


8.Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of New York, without giving effect to its conflicts of law provisions. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or in connection with this Agreement (each, a “Proceeding”) shall be brought exclusively in a New York state or a federal court sitting in New York County, New York, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts in any such Proceeding.
9.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
10.Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and the Company with respect to the Retention Bonus and supersedes [(a) any and all prior agreements or understandings between you and the Company with respect to the Retention Bonus, whether written or oral, and (b) the Prior Bonus Arrangement] OR [any and all prior agreements or understandings between you and the Company with respect to the Retention Bonus, whether written or oral]. Notwithstanding anything to the contrary in the foregoing, the parties hereto expressly agree that nothing in this Agreement supersedes, replaces or otherwise modifies the terms or interpretation of any other written agreements between you and the Company or any its affiliates with respect to other subject matters. This Agreement may be amended or modified only by a written instrument executed by you and the Company.
11.Section 409A Compliance. Although the Company does not guarantee the tax treatment of the Retention Bonus, the intent of the parties is that the Retention Bonus be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith.
12.Administration. The Company shall have full power and authority to construe and interpret this Agreement, and any interpretation by the Company shall be binding on you and your representatives and shall be accorded the maximum deference permitted by law. The Company, in its sole discretion, shall have the right to modify, supplement, suspend or terminate this Agreement at any time; provided, that, except as required by law, in no event shall any such action adversely affect your rights without your prior written consent. Subject to the foregoing, this Agreement shall terminate upon the satisfaction of all obligations of the Company or its successor entities hereunder.
[Remainder of the page intentionally left blank]

3


        This Agreement is intended to be a binding obligation on you and the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of the Retention Bonus, please sign, date and return one copy of this Agreement to Dahlia Belinkie, Vice President, Total Rewards. You should make a copy of the executed Agreement for your records. Please note that you must sign and return this Agreement to the Company by no later than June [__], 2020, in order to receive the benefits provided hereunder.
Very truly yours,
                   
             Gary Muto
             Chief Executive Officer


The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same.
Dated: ______________, 2020
        [●]
Signature Page to Retention Bonus Agreement



IMAGE011.JPG

Privileged and Confidential

[●], 2020
[Executive Name]

Re:  2020 and 2021 3-Year Cash Long Term Incentive Program (“LTIP”) Awards
Dear [●]:
On behalf of Ascena Retail Group, Inc. and its subsidiaries (collectively, the “Company”), I am pleased to offer you the opportunity to receive an accelerated payment under your 2020 3-Year Cash Long-Term Incentive Program Award Agreement and 2021 3-Year Cash Long-Term Incentive Program Award Agreement (each, as defined below), subject to the terms and conditions contained in this letter agreement (this “Agreement”), which will be effective as of the date you execute and return a copy of this Agreement to the Company, as described on the signature page below.
1.Accelerated Awards. Subject to the terms and conditions set forth herein, on June 22, 2020, you will receive payment in respect of the 2020 Accelerated Award and the 2021 Accelerated Award (each as defined below).
(a)2020 Accelerated Award. You will receive a one-time, cash lump sum payment in the amount of $[●] (the “2020 Accelerated Award”), which amount represents the portion of the Award (as defined in the 2020 3-Year Cash Long-Term Incentive Program Award Agreement) earned based on actual achievement of the 2020 Cash LTIP Performance Goals (as defined below) for fiscal years 2018 and 2019. As a condition to receiving the 2020 Accelerated Award, you acknowledge and agree that the 2020 Accelerated Award represents the only amount payable to you under your 2020 3-Year Cash Long-Term Incentive Program Award Agreement, and accordingly, you hereby waive any and all rights to receive any additional payment under your 2020 3-Year Cash Long-Term Incentive Program Award Agreement in respect of the 2020 Cash LTIP Performance Goals for fiscal years 2018, 2019 and 2020.
(b)2021 Accelerated Award. You will receive a one-time, cash lump sum payment in the amount of $[●] (the “2021 Accelerated Award”), which amount represents the portion of the Award (as defined in the 2021 3-Year Cash Long-Term Incentive Program Award Agreement) earned based on actual achievement of the 2021 Cash LTIP Performance Goals (as defined below) for fiscal year 2019. As a condition to receiving the 2021 Accelerated Award, you acknowledge and agree that the 2021 Accelerated Award represents the only amount payable to you under your 2021 3-Year Cash Long-Term Incentive Program Award Agreement, and accordingly, you hereby waive any and all rights to receive any additional payment under your 2021 3-Year Cash Long-Term Incentive Program Award Agreement in respect of the 2021 Cash LTIP Performance Goals for fiscal years 2019, 2020 and 2021.


2.Vesting Conditions. Your Accelerated Awards will vest and be earned solely on the basis of your continued employment with the Company, with such continued employment required through (a) the 2020 Vesting Date, with respect to the 2020 Accelerated Award, and (b) the 2021 Vesting Date, with respect to the 2021 Accelerated Award. Unless such termination is a Qualifying Termination, you agree to repay to the Company (i) the 2020 Accelerated Award, if your employment with the Company terminates before the 2020 Vesting Date, and (ii) the 2021 Accelerated Award, if your employment with the Company terminates before the 2021 Vesting Date. Any repayment required by this Section 2 must be made within thirty (30) days following the applicable termination of employment. For the sake of clarity, you will not be required to repay the 2020 Accelerated Award or the 2021 Accelerated Award if (A) you are employed by the Company on (x) the 2020 Vesting Date, with respect to the 2020 Accelerated Award, or (y) the 2021 Vesting Date, with respect to the 2021 Accelerated Award, or (B) your employment with the Company terminates in a Qualifying Termination before the (I) 2020 Vesting Date, with respect to the 2020 Accelerated Award, or (II) the 2021 Vesting Date, with respect to the 2021 Accelerated Award.
3.Definitions. For purposes of this Agreement:
(a)“2020 3-Year Cash Long-Term Incentive Program Award Agreement” means that certain 2020 3-Year Cash Long-Term Incentive Program Award Agreement, by and between you and the Company, pursuant to which you received an Award (as defined therein) that vests based on the Company's achievement of certain 2020 3-Year Cash LTIP Performance Goals (as defined in Appendix A to that certain 2020 3-Year Cash Long-Term Incentive Program Terms and Conditions adopted under the Plan) for fiscal years 2018, 2019 and 2020.
(b)“2020 Vesting Date” means August 1, 2020.
(c)“2021 3-Year Cash Long-Term Incentive Program Award Agreement” means that certain 2021 3-Year Cash Long-Term Incentive Program Award Agreement, by and between you and the Company, pursuant to which you received an Award (as defined therein) that vests based on the Company’s achievement of certain 2021 3-Year Cash LTIP Performance Goals (as defined in Appendix A to that certain 2021 3-Year Cash Long-Term Incentive Program Terms and Conditions adopted under the Plan) for fiscal years 2019, 2020 and 2021.
(d)“2021 Vesting Date” means August 3, 2021.
(e)“Accelerated Awards” means, collectively, the 2020 Accelerated Award and 2021 Accelerated Award.
(f)“Cause” has the meaning set forth in the Plan.
(g)“Disability” means, with respect to your termination of employment or service with the Company, your failure or inability to perform substantially your usual duties and obligations on behalf of the Company for one hundred eighty (180) days during any two hundred seventy (270) day period because of any mental or physical incapacity, as determined by the Board of Directors of the Company or committee thereof in its sole discretion.
(h)“Executive Severance Plan” means the Ascena Retail Group, Inc. Executive Severance Plan, as amended and restated as of May 26, 2020.


(i)“Good Reason” has the meaning set forth in the Executive Severance Plan; provided, that, you are eligible to participate in the Executive Severance Plan.
(j)“Plan” means the Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan (Amended and Restated Effective December 10, 2015), as amended from time to time.
(k)“Qualifying Termination” means the termination of your employment (i) by the Company for a reason other than Cause, (ii) due to your death or Disability or (iii) by you for Good Reason, if, and only if, in the case of any termination pursuant to clauses (i), (ii) or (iii), other than in the case of your death, you execute, and do not revoke, a release of employment related claims in a form to be provided by the Company within the time provided by the Company to do so.
4.Withholding Taxes and Other Deductions. The Company may withhold such federal, state and local taxes and make such other deductions, in each case, from any and all amounts payable to you hereunder, as the Company determines in its sole discretion may be required or appropriate to be withheld pursuant to any applicable law or regulation.
5.No Right to Continued Employment. Nothing in this Agreement will confer upon you any right to continued employment with the Company (or its successors) or interfere in any way with the right of the Company (or its successors) to terminate your employment at any time.
6.Other Benefits. Each of the Accelerated Awards is a special payment to you and will not be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive, pension, retirement, insurance or other employee benefit plan of the Company, unless such plan or agreement expressly provides otherwise.
7.Governing Law. This Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Delaware, without reference to rules relating to conflicts of laws.
8.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.
9.Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and the Company with respect to each Accelerated Award and supersedes any and all prior agreements or understandings between you and the Company with respect to each such Accelerated Award, whether written or oral, including, without limitation, the 2020 3-Year Cash Long-Term Incentive Program Award Agreement (provided, that, the covenants and representations set forth in the 2020 3-Year Cash Long-Term Incentive Program Award Agreement, if any, will survive) and the 2021 3-Year Cash Long-Term Incentive Program Award Agreement (provided, that, the covenants and representations set forth in the 2021 3-Year Cash Long-Term Incentive Program Award Agreement, if any, will survive). This Agreement may be amended or modified only by a written instrument executed by you and the Company.
10.Section 409A. The Accelerated Awards are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and accordingly, this Agreement will be interpreted in a manner consistent therewith.


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This Agreement is intended to be a binding obligation on you and the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of the Accelerated Awards, please sign, date and return a copy of this Agreement to Dahlia Belinkie, Vice President, Total Rewards on or before June 21, 2020. You should make a copy of the executed Agreement for your records.

Very truly yours,
ASCENA RETAIL GROUP, INC.


By:       
Name:      
Title:        

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Accelerated Awards, and I hereby confirm my agreement to the same.
Dated: ______________, 2020
        [●]