TOO INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>l85346aex10-8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>

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                                                                    EXHIBIT 10.8

                               EXECUTIVE AGREEMENT
                                (SALLY A. BOYER)

         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 SALLY A. BOYER (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
         Corporation's Incentive Compensation Performance Plan.

                  (b) BASE ANNUAL SALARY. "Base Annual Salary" means the greater
         of (1) the highest annual rate of base salary in effect for the
         Executive during the (12) month period immediately prior to a Change in
         Control, or (2) the annual rate of base salary in effect at the time a
         Notice of Termination is given (or on the date employment is terminated
         if no Notice of Termination is required).

                  (c) CAUSE. "Cause" means any of the following:



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                           (1) The Executive shall have (a) been convicted of a
                  felony, or (b) committed an act of intentional gross
                  misconduct, fraud, or gross neglect in connection with the
                  Executive's duties or in the course of the Executive's
                  employment with the Corporation or any Subsidiary, and the
                  Board shall have determined that such act is materially
                  harmful to the Corporation; or

                           (2) The Executive shall have materially breached
                  Section 12 of the Executive's Employment Agreement with the
                  Corporation.

                           For purposes of this Agreement, no act or failure to
         act on the part of the Executive shall be deemed "intentional" if it
         was due primarily to an error in judgment or negligence, but shall be
         deemed "intentional" only if done or omitted to be done by the
         Executive not in good faith and without reasonable belief that the
         Executive's action or omission was in the best interest of the
         Corporation. Notwithstanding the foregoing, the Executive shall not be
         deemed to have been terminated for "Cause" under this Agreement unless
         and until there shall have been delivered to the Executive a copy of a
         resolution duly adopted by the affirmative vote of not less than
         three-quarters(3/4) of the Board at a meeting called and held for such
         purposes, after reasonable notice to the Executive and an opportunity
         for the Executive, together with the Executive's counsel (if the
         Executive chooses to have counsel present at such meeting), to be heard
         before the Board, finding that, in the good faith opinion of the Board,
         the Executive had committed an act constituting "Cause" as defined in
         this Agreement and specifying the particulars of the act constituting
         "Cause" in detail. Nothing in this Agreement will limit the right of
         the Executive or the Executive's beneficiaries to contest the validity
         or propriety of any such determination.

                  (d) CHANGE IN CONTROL. "Change in Control" means the
         occurrence of any of the following:

         (1) Any "Person" (as such term is used in Sections 13(d) and 14(d) of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
         is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under
         the Exchange Act), directly or indirectly, of securities of the
         Corporation representing twenty-five percent (25%) or more of the
         combined voting power of the Corporation's then outstanding securities
         (a "25% Shareholder") provided however, that the term 25% Shareholder
         shall not include any Person if such Person would not otherwise be a
         25% Shareholder but for a reduction in the number of outstanding voting
         shares resulting from a stock repurchase program or other similar plan
         of the Corporation or from a self-tender offer of the Corporation,
         which plan or tender offer commenced on or after the date hereof,
         provided, however, that the term "25% Shareholder" shall include such
         Person from and after the first date upon which (A) such Person, since
         the date of the commencement of such plan or tender offer, shall have
         acquired Beneficial Ownership of, in the aggregate, a number of voting
         shares of the Corporation equal to one percent (1%) or more of the
         voting shares of the Corporation then outstanding, and (B) such Person,
         together with all affiliates and associates of such Person, shall
         Beneficially Own twenty-five (25%) or more of the voting shares of the
         Corporation then outstanding. In calculating the percentage of the
         outstanding voting shares that are Beneficially Owned by a Person for
         purposes of this subsection (d)(1), voting shares that are Beneficially
         Owned by such Person shall be deemed outstanding, and voting shares
         that are not Beneficially Owned by such Person and that are subject to
         issuance upon the exercise or conversion of outstanding conversion
         rights, exchange rights, rights, warrants or options shall not be
         deemed outstanding. Notwithstanding the foregoing, if the Board of
         Directors of the Corporation determines in good faith that a Person
         that would otherwise be a 25% Shareholder pursuant to the foregoing
         provisions of this subsection (d)(1) has become such inadvertently, and
         such Person (a) promptly notifies the Board of Directors of such status
         and (b) as promptly as practicable thereafter, either divests of a
         sufficient number of voting shares so that such Person would no longer
         be a 25% Shareholder, or causes any other circumstance, such as the
         existence of an agreement respecting voting shares, to be eliminated
         such that such Person would no longer be a 25% Shareholder as defined
         pursuant to this subsection (d)(1), then such Person shall not be
         deemed to be a 25% Shareholder for any purposes of this Agreement. Any
         determination made by the Board of Directors of the Corporation as to
         whether any Person is or is not a 25% Shareholder shall be conclusive
         and binding; or



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                           (2) A change in composition of the Board of Directors
                  of the Corporation occurring any time during a consecutive
                  two-year period as a result of which fewer than a majority of
                  the Board of Directors are Continuing Directors (for purposes
                  of this section, the term "Continuing Director" means a
                  director who was either (A) first elected or appointed as a
                  Director prior to the date of this Agreement; or (B)
                  subsequently elected or appointed as a director if such
                  director was nominated or appointed by at least a majority of
                  the then Continuing Directors); or

                           (3) Any of the following occurs:

                                    (A) a merger or consolidation of the
                           Corporation, other than a merger or consolidation in
                           which the voting securities of the Corporation
                           immediately prior to the merger or consolidation
                           continue to represent (either by remaining
                           outstanding or being converted into securities of the
                           surviving entity) sixty percent (60%) or more of the
                           combined voting power of the Corporation or surviving
                           entity immediately after the merger or consolidation
                           with another entity;

                                    (B) a sale, exchange, or other disposition
                           (in a single transaction or a series of related
                           transactions) of all or substantially all of the
                           assets of the Corporation which shall include,
                           without limitation, the sale of assets aggregating
                           more than fifty percent (50%) of the assets of the
                           Corporation on a consolidated basis;

                                    (C) a liquidation or dissolution of the
                           Corporation;

                                    (D) a reorganization, reverse stock split,
                           or recapitalization of the Corporation which would
                           result in any of the foregoing; or

                                    (E) a transaction or series of related
                           transactions having, directly or indirectly, the same
                           effect as any of the foregoing.

                  (e) CHANGE YEAR. "Change Year" means the fiscal year in which
         a Change in Control occurs.

                  (f) DISABILITY. "Disability" means "Total Disability" as
         defined in the Too, Inc. Long-Term Disability Program (effective
         October 1, 1999), or any amended or successor plan.

                  (g) EMPLOYEE BENEFITS. "Employee Benefits" means the
         perquisites, benefits, and service credit for benefits as provided
         under any and all employee retirement income and welfare benefit
         policies, plans, programs, or arrangements in which the Executive is
         entitled to participate, including without limitation any stock option,
         stock purchase, stock appreciation, savings, pension, supplemental
         executive retirement, or other retirement income or welfare benefit,
         deferred compensation, incentive compensation, group or other life,
         health, medical/hospital, or other insurance (whether funded by actual
         insurance or self-insured by the Corporation), disability, salary
         continuation, expense reimbursement, and other employee benefit
         policies, plans, programs, or arrangements that may now exist or any
         equivalent successor policies, plans, programs, or arrangements that
         may be adopted hereafter, providing perquisites, benefits, and service
         credit for benefits at least as great in a monetary equivalent as are
         payable thereunder prior to a Change in Control.

                  (h) EMPLOYMENT AGREEMENT. "Employment Agreement" means an
         executed employment agreement between the Corporation and the
         Executive.

                  (i) GOOD REASON. "Good Reason" means the occurrence of any one
         or more of the following:

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                           (1) The assignment to the Executive after a Change in
                  Control of the Corporation of duties which are a significant
                  reduction in the duties, authority, responsibilities, and
                  status of the Executive's position at any time during the
                  twelve (12) month period prior to such Change in Control;

         (2) A reduction by the Corporation in the Executive's Base Annual
         Salary in effect immediately prior to a Change in Control of the
         Corporation, or the failure to grant salary increases and bonus
         payments on a basis comparable to those granted to other executives of
         the Corporation, or a reduction of the Executive's most recent highest
         incentive bonus potential prior to such Change in Control under the
         Corporation's Incentive Compensation Performance Plan, Long-Term
         Incentive Compensation Performance Plan, or similar plans;

         (3) A demand by the Corporation that the Executive relocate to a
         location in excess of fifty (50) miles from the location where the
         Executive is currently based, or in the event of any such relocation
         with the Executive's express written consent, the failure of the
         Corporation or a Subsidiary to pay (or reimburse the Executive for) all
         reasonable moving expenses incurred by the Executive relating to a
         change of principal residence in connection with such relocation and to
         indemnify the Executive against any loss in the sale of the Executive's
         principal residence in connection with any such change of residence,
         all to the effect that the Executive shall incur no loss on an after
         tax basis;

         (4) The failure of the Corporation to abide by this Agreement or to
         obtain a satisfactory agreement from any successor to the Corporation
         to assume and agree to perform this Agreement, as contemplated in
         Section 14 of this Agreement;

                           (5) The failure of the Corporation to provide the
                  Executive with substantially the same Employee Benefits that
                  were provided to him immediately prior to the Change in
                  Control, or with a package of Employee Benefits that, though
                  one or more of such benefits may vary from those in effect
                  immediately prior to such Change in Control, is substantially
                  comparable in all material respects to such Employee Benefits
                  taken as a whole; or

         (6) Any significant reduction in the Executive's compensation or
         benefits or adverse change in the Executive's location or duties, if
         such significant reduction or adverse change occurs at any time after
         the commencement of any discussion with a third party relating to a
         possible Change in Control of the Corporation involving such third
         party, if such reduction or adverse change is in contemplation of such
         possible Change in Control and such Change in Control is actually
         consummated within twelve (12) months after the date of such
         significant reduction or adverse change.

                           The existence of Good Reason shall not be affected by
         the Executive's incapacity due to physical or mental illness. The
         Executive's continued employment shall not constitute a waiver of the
         Executive's rights with respect to any circumstance constituting Good
         Reason under this Agreement. The Executive's determination of Good
         Reason shall be conclusive and binding upon the parties to this
         Agreement provided such determination has been made in good faith.

                  (j) HIGHEST INCENTIVE COMPENSATION. "Highest Incentive
         Compensation" means the greater of the Executive's Potential Annual
         Award for the Executive's Incentive Group for (a) the Termination Year
         or (b) the average of the actual Annual Awards for the three years
         prior to the Termination Year.

                  (k) INCENTIVE COMPENSATION PERFORMANCE PLAN. "Incentive
         Compensation Performance Plan" means the Corporation's 1999 Incentive
         Compensation Performance Plan in effect as of the effective date of
         this Agreement, as well as any amended, successor or similar plan or
         plans.

                  (l) INCENTIVE GROUP. "Incentive Group" means the group or
         category, if any, into which an Executive is placed pursuant to the
         Corporation's Incentive Compensation Performance Plan.

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                  (m) LONG-TERM INCENTIVE COMPENSATION PERFORMANCE PLANS
         "Long-Term Incentive Compensation Performance Plans" means the
         Corporation's 1999 Stock Option and Performance Incentive Plan in
         effect as of the effective date of this Agreement, as well as any
         amended, similar or successor, plan or plans.

                  (n) NOTICE OF TERMINATION. "Notice of Termination" means a
         written notice indicating the specific termination provision in this
         Agreement relied upon and setting forth in reasonable detail the facts
         and circumstances claimed to provide a basis for termination of the
         employment under the provision so indicated.

                  (o) POTENTIAL ANNUAL AWARD. "Potential Annual Award" means the
         Annual Award the Executive could receive according to his or her
         Incentive Group pursuant to the Corporation's Incentive Compensation
         Performance Plan assuming that (1) the Corporation met the par target
         (100%) criteria for the Corporation's Incentive Compensation
         Performance Plan for a particular fiscal period or year (whether or not
         such target performance criteria was or could be met); (2) there are no
         adjustments for business unit or individual performance; and (3) the
         Executive's Base Annual Salary is used to determine the Potential
         Annual Award.

                  (p) PRO-RATED BONUS AMOUNT. "Pro-Rated Bonus Amount" means any
         accrued but unpaid bonus for a completed bonus period, plus a pro-rated
         portion of the greater of (i) the average of the Executive's
         semi-annual bonus for the previous two similar seasons or (ii) the
         Executive's par target (100%) criteria semi-annual bonus for the
         current semi-annual season calculated as of the Change in Control date.
         In the case of a semi-annual bonus, the portion shall be the amount of
         semi-annual bonus paid or payable to the Executive with respect to the
         bonus period in which the Change in Control occurs, assuming the
         greater of criteria (i) or (ii) applied, pro-rated by multiplying such
         amount by a fraction, the numerator of which is the number of days
         during the bonus period in which the Change in Control occurs prior to
         the occurrence of the Change in Control, and the denominator of which
         shall be one hundred eighty-two and one-half (182-1/2).

                  (q) PERFORMANCE CRITERIA. "Performance Criteria" means the
         performance-based criteria as referenced in the Corporation's Incentive
         Compensation Performance Plan.

                  (r) SEVERANCE BENEFITS. "Severance Benefits" means the
         benefits described in Section 4 of this Agreement, as adjusted by the
         applicable provisions of Section 5 of this Agreement.

                  (s) SUBSIDIARY. "Subsidiary" means any corporation or other
         entity, a majority of the voting control of which is directly or
         indirectly owned or controlled at the time by the Corporation.

                  (t) TERMINATION YEAR. "Termination Year" means the year of
         termination of the Executive.

         3. ELIGIBILITY FOR SEVERANCE BENEFITS. The Corporation or its successor
shall pay or provide to the Executive the Severance Benefits if the Executive's
employment is terminated during the term of this Agreement, either:

                  (a) by the Corporation (1) at any time six (6) months prior to
         a Change in Control if such termination was in contemplation of such
         Change in Control and was done to avoid the effects of this Agreement
         or, (2) within twenty-four (24) months after a Change in Control of the
         Corporation, unless in either (1) or (2) the termination is on account
         of the Executive's death or Disability or for Cause, provided that, in
         the case of a termination on account of the Executive's Disability or
         for Cause, the Corporation shall give Notice of Termination to the
         Executive with respect thereto; or

                  (b) by the Executive for Good Reason at any time within
         twenty-four (24) months after a Change in Control of the Corporation
         provided that the Executive shall give Notice of Termination to the
         Corporation with respect thereto.



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         4. SEVERANCE BENEFITS. The Executive, if eligible under Section 3,
shall receive the following Severance Benefits, adjusted by the applicable
provisions of Section 5 (in addition to accrued compensation, bonuses, and
vested benefits and stock options):

                  (a) BASE ANNUAL SALARY. A lump sum cash payment equal to the
         sum of: (1) any accrued base salary and vacation time payable as of the
         Executive's termination of employment (either by reason of an
         Employment Agreement or otherwise); and (2 the Executive's Base Annual
         Salary multiplied by three (3).

                  (b) ANNUAL INCENTIVE COMPENSATION. A lump sum cash payment
         equal to the sum of: (1) the Pro-Rated Bonus Amount; and (2) the
         Executive's Highest Incentive Compensation multiplied by three (3).

                  (c) LONG-TERM INCENTIVE COMPENSATION. Such compensation as
         shall be payable according to the terms of the Corporation's Long-Term
         Incentive Compensation Performance Plans.

                  (d) INSURANCE BENEFITS. For a three (3) year period after the
         date the Executive's employment is terminated, the Corporation will
         arrange to provide to the Executive, at the Corporation's expense:

                           (1) HEALTH CARE. Health care coverage comparable to
                  that in effect for the Executive immediately prior to the
                  termination (or, if more favorable to the Executive, that
                  furnished generally to salaried employees of the Corporation),
                  including, but not limited to, hospital, surgical, medical,
                  dental, prescription, and dependent coverage. Upon the
                  expiration of the health care benefits required to be provided
                  pursuant to this subsection 4(d), the Executive shall be
                  entitled to the continuation of such benefits under the
                  provisions of the Consolidated Omnibus Budget Reconciliation
                  Act. Health care benefits otherwise receivable by the
                  Executive pursuant to this subsection 4(d) shall be reduced to
                  the extent comparable benefits are actually received by the
                  Executive from a subsequent employer during the three-year
                  period following the date the employment is terminated and any
                  such benefits actually received by the Executive shall be
                  reported by the Executive to the Corporation.

                           (2) LIFE INSURANCE. Life insurance coverage
                  (including any supplemental coverage, purchase opportunity,
                  and double indemnity for accidental death that was available
                  to the Executive) equal (including policy terms) to that in
                  effect at the time Notice of Termination is given (or on the
                  date the employment is terminated if no Notice of Termination
                  is required) or, if more favorable to the Executive, equal to
                  that in effect at the date the Change in Control occurs.

         In the event the Executive's participation in any such plan or program
is not permitted, or is taxable to the Executive, the Corporation will directly
provide, at no after-tax cost to the Executive, the benefits to which the
Executive would be entitled under such plans and programs. The Corporation may
elect to pay such benefits in a lump sum.

                  (e) RETIREMENT AND NONQUALIFIED PLAN BENEFITS. The Executive
         will be entitled to all benefits provided under (1) the Corporation's
         Alternative Savings Plan and the Corporation's Supplemental Retirement
         and Deferred Compensation Plan, as well as any amended, similar or
         successor plans and (2) the Corporation's tax-qualified plans and
         nonqualified plans, as well as any amended, similar, or successor
         plans. All qualified and nonqualified plan benefits or deferred
         compensation agreements or accounts shall become immediately vested
         with respect to such plan benefits as of a Change in Control.

                  (f) STOCK OPTIONS. If upon the date of termination of the
         Executive's employment, the Executive holds any options with respect to
         stock of Corporation, all such options will immediately become
         exercisable upon such date and will be exercisable for one hundred
         eighty (180) days thereafter. To the extent such acceleration of
         exercise of such options is not permissible under the terms of any plan
         pursuant to which the options were granted, the Corporation will pay to
         Executive, in a lump sum, within one hundred eighty (180) days after
         termination of employment, an amount in cash equal to the excess, if
         any, of the aggregate fair market value of all stock of the



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         Corporation subject to such options, determined on the date of
         termination of employment, over the aggregate option price of such
         stock, and the Executive will surrender all such options unexercised.

                  (g) OUTPLACEMENT. The Corporation shall pay or reimburse the
         Executive all fees for outplacement services and related travel costs
         up to a maximum of ten thousand dollars ($10,000).

         In computing and determining Severance Benefits under subsections 4(a),
(b), (c), (d), (e), (f), and (g), above, a decrease in the Executive's salary,
incentive bonus potential, or insurance benefits shall be disregarded if such
decrease occurs within six (6) months before a Change in Control, is in
contemplation of such Change in Control, and is taken to avoid the effect of
this Agreement should such action be taken after such Change in Control. In such
event, the salary, incentive bonus potential, and/or insurance benefits used to
determine Severance Benefits shall be that in effect immediately before the
decrease that is disregarded pursuant to this Section 4.

         Except as otherwise provided, the Severance Benefits provided in
subsections 4(a), (b), (c), (e), (f), and (g) above shall be paid not later than
forty-five (45) business days following the date the Executive's employment
terminates.

         5. TAX GROSS-UP. If any Severance Benefit or other benefit paid or
provided under Section 4, or the acceleration of stock option vesting, or the
payment or distribution of any Employee Benefits or similar benefits are subject
to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as
amended (or any similar federal or state excise tax), the Corporation shall pay
to the Executive such additional compensation as is necessary (after taking into
account all federal, state, and local income taxes payable by the Executive as a
result of the receipt of such additional compensation) to place the Executive in
the same after-tax position the Executive would have been in had no such excise
tax (or any interest or penalties thereon) been paid or incurred with respect to
any of such amounts (the "Tax Gross-Up"). The Corporation shall pay such
additional compensation at the time when the Corporation withholds such excise
tax from any payments to the Executive. The calculation of the Tax Gross-Up
shall be approved by the Corporation's independent certified public accounting
firm engaged by the Corporation immediately prior to the Change in Control and
the calculation shall be provided to the Executive in writing. The Executive
shall then be given fifteen (15) days, or such longer period as the Executive
reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If
the Executive rejects the Tax Gross-Up calculation and the parties are
thereafter unable to agree within an additional forty-five (45) days, the
arbitration provisions of Section 10 shall control. The Corporation shall
reimburse the Executive for all reasonable legal and accounting fees incurred
with respect to the calculation of the Tax Gross-Up and any disputes related
thereto.

                  For purposes of determining the amount of the Tax Gross-Up,
the Executive shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the Tax
Gross-Up is to be made and state and local income taxes at the highest marginal
rates of taxation in the state and locality of the Executive's residence on the
date of termination.

                  If the excise tax is subsequently determined to be less than
the amount taken into account hereunder at the time of termination of
employment, the Executive shall repay to the Corporation at the time the
reduction in excise tax is finally determined, the portion of the Tax Gross-Up
attributable to such reduction. Notwithstanding the Executive's acceptance or
rejection of the Tax Gross-Up calculation, if the excise tax is determined to
exceed the amount taken into account hereunder at the time of termination of
employment, the Corporation shall make an additional Tax Gross-Up payment to the
Executive in respect of such excess at the time the amount of such excess is
finally determined.

         6. WITHHOLDING OF TAXES. The Corporation may withhold from any amounts
payable under this Agreement all federal, state, city, or other taxes as
required by law.

         7. ACKNOWLEDGEMENT; NO DUTY TO MITIGATE. The Corporation hereby
acknowledges that it will be difficult and may be impossible for the Executive
to find reasonably comparable employment, or to measure the amount of damages
which the Executive may suffer as a result of termination of employment
hereunder. Accordingly, the payment of the Severance Benefits by the Corporation
to the Executive in accordance with the terms of this Agreement is hereby


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acknowledged by the Corporation to be reasonable and will be liquidated damages,
and the Executive will not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor
will any profits, income, earnings, or other benefits from any source whatsoever
create any mitigation, offset, reduction, or any other obligation on the part of
the Executive hereunder or otherwise, except for a reduction in health insurance
coverage as provided in subsection 4(d)(1). The Corporation shall not be
entitled to set off or counterclaim against amounts payable hereunder with
respect to any claim, debt, or obligation of the Executive.

         8. ENFORCEMENT COSTS; INTEREST. The Corporation is aware that, upon the
occurrence of a Change in Control, the Board or a stockholder of the Corporation
may then cause or attempt to cause the Corporation to refuse to comply with its
obligations under this Agreement, or may cause or attempt to cause the
Corporation to institute, or may institute, litigation, arbitration, or other
legal action seeking to have this Agreement declared unenforceable, or may take,
or attempt to take, other action to deny the Executive the benefits intended
under this Agreement. In these circumstances, the purpose of this Agreement
could be frustrated. It is the intent of the Corporation that the Executive not
be required to incur the expenses associated with the enforcement of the
Executive's rights under this Agreement by litigation, arbitration, or other
legal action nor be bound to negotiate any settlement of the Executive's rights
hereunder under threat of incurring such expenses because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
the Executive under this Agreement. Accordingly, if following a Change in
Control it should appear to the Executive that the Corporation has failed to
comply with any of its obligations under this Agreement, including the proper
calculation of the Tax Gross-Up, or in the event that the Corporation or any
other person takes any action to declare this Agreement void or unenforceable,
or institute any litigation or other legal action designed to deny, diminish, or
to recover from the Executive, the benefits intended to be provided to the
Executive hereunder, the Corporation irrevocably authorizes the Executive from
time to time to retain counsel (legal and accounting) of the Executive's choice
at the expense of the Corporation as provided in this Section 8 to represent the
Executive in connection with the calculation of the Tax Gross-Up, or the
initiation or defense of any litigation or other legal action, whether by or
against the Corporation or any director, officer, stockholder, or other person
affiliated with the Corporation. Notwithstanding any existing or prior
attorney-client relationship between the Corporation and such counsel, the
Corporation irrevocably consents to the Executive entering into an
attorney-client relationship with such counsel, and in that connection the
Corporation and the Executive agree that a confidential relationship shall exist
between the Executive and such counsel. The reasonable fees and expenses of
counsel selected from time to time by the Executive as provided in this Section
shall be paid or reimbursed to the Executive by the Corporation on a regular,
periodic basis upon presentation by the Executive of a statement or statements
prepared by such counsel in accordance with its customary practices. In any
action involving this Agreement, the Executive shall be entitled to prejudgment
interest on any amounts found to be due him from the date such amounts would
have been payable to the Executive pursuant to this Agreement at an annual rate
of interest equal to the prime commercial rate in effect at Citibank or its
successor in effect from time to time during the prejudgment period plus 4
percent.

         9. INDEMNIFICATION. From and after the earliest to occur of a Change in
Control or termination of employment, the Corporation shall (a) for a period of
five (5) years after such occurrence, provide the Executive (including the
Executive's heirs, executors, and administrators) with coverage under a standard
directors' and officers' liability insurance policy at the Corporation's
expense, and (b) indemnify and hold harmless the Executive, to the fullest
extent permitted or authorized by the law of the State of Delaware as it may
from time to time be amended, if the Executive is (whether before or after the
Change in Control) made or threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that the Executive is or
was a director, officer, or employee of the Corporation or any Subsidiary, or is
or was serving at the request of the Corporation or any Subsidiary as a
director, trustee, officer, or employee of a corporation, partnership, joint
venture, trust, or other enterprise. The indemnification provided by this
Section 9 shall not be deemed exclusive of any other rights to which the
Executive may be entitled under the charter or bylaws of the Corporation or of
any Subsidiary, or any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in the Executive's official capacity
and as to action in another capacity while holding such office, and shall
continue as to the Executive after the Executive has ceased to be a director,
trustee, officer, or employee and shall inure to the benefit of the heirs,
executors, and administrators of the Executive.



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<PAGE>   9

         10. ARBITRATION. As the method for resolving any dispute arising out of
this Agreement, the Executive, in the Executive's sole discretion, may select
binding arbitration in accordance with this Section. Except as provided
otherwise in this Section, arbitration pursuant to this Section shall be
governed by the Commercial Arbitration Rules of the American Arbitration
Association. The Executive shall deliver written notice to the Corporation,
including a description of the issue to be arbitrated. Within fifteen (15) days
after the Executive demands arbitration, the Corporation and the Executive shall
each appoint an arbitrator. Within fifteen (15) additional days, these two
arbitrators shall appoint the third arbitrator by mutual agreement; if they fail
to agree within this fifteen (15) day period, then the third arbitrator shall be
selected promptly pursuant to the rules of the American Arbitration Association
for Commercial Arbitration. The arbitration panel shall hold a hearing in
Columbus, Ohio, within ninety (90) days after the appointment of the third
arbitrator. The fees and expenses of the arbitrators, and any American
Arbitration Association fees, shall be paid by the Corporation. Both the
Corporation and the Executive may be represented by counsel and may present
testimony and other evidence at the hearing. Within ninety (90) days after
commencement of the hearing, the arbitration panel will issue a written
decision; the majority vote of two of the three arbitrators shall control. The
majority decision of the arbitrators shall be binding on the parties, and the
parties may not pursue other available legal remedies if the parties are not
satisfied with the majority decision of the arbitrator. The Executive shall be
entitled to seek specific performance of the Executive's rights under this
Agreement during the pendency of any dispute or controversy arising under or in
connection with this Agreement.

         11. EMPLOYMENT RIGHTS. This Agreement sets forth the Severance Benefits
payable to the Executive in the event the Executive's employment with the
Corporation is terminated under certain conditions specified in Section 3. This
Agreement is not an employment contract nor shall it confer upon the Executive
any right to continue in the employ of the Corporation or its Subsidiaries and
shall not in any way affect the right of the Corporation or its Subsidiaries to
dismiss or otherwise terminate the Executive's employment at any time with or
without cause subject to provisions contained in Employment Agreements and other
agreements between the Corporation and the Executive.

         12. ARRANGEMENTS NOT EXCLUSIVE. The specific benefit arrangements
referred to in this Agreement are not intended to exclude the Executive from
participation in or from other benefits available to executive personnel
generally or to preclude the Executive's right to other compensation or benefits
as may be authorized by the Board at any time. The provisions of this Agreement
and any payments provided for hereunder shall not reduce any amounts otherwise
payable, or in any way diminish the Executive's existing rights, or rights which
would accrue solely as the result of the passage of time under any compensation
plan, benefit plan, incentive plan, stock option plan, employment agreement, or
other contract, plan, or arrangement except as may be specified in such
contract, plan, or arrangement. Notwithstanding anything to the contrary in this
Section 12, the Severance Benefits provided in Section 4 are in lieu of any
benefits to which the Executive would be entitled following the termination of
the Executive's employment pursuant to any employment agreement or other plan or
agreement pursuant to the Corporation's transition pay or any successor to such
plan.

         13. TERMINATION. Except for termination of employment described in
Section 3(a), this Agreement shall terminate if the employment of the Executive
with the Corporation shall terminate prior to a Change in Control.

         14. SUCCESSORS; BINDING AGREEMENTS. This Agreement shall inure to the
benefit of and be enforceable by the Executive's personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees. The Executive's rights and benefits under this Agreement
may not be assigned, except that if the Executive dies while any amount would
still be payable to the Executive hereunder if the Executive had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement, to the beneficiaries designated by
the Executive to receive benefits under this Agreement in a writing on file with
the Corporation at the time of the Executive's death or, if there is no such
beneficiary, to the Executive's estate. The Corporation will require any
successor (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of the business and/or assets of the
Corporation (or of any division or Subsidiary thereof employing the Executive)
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Corporation would be required to perform it if no
such succession had taken place. Failure of the Corporation to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle the Executive to compensation
from



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the Corporation in the same amount and on the same terms to which the Executive
would be entitled hereunder if the Executive terminated employment for Good
Reason following a Change in Control.

         15. NO VESTED INTEREST. Neither the Executive nor the Executive's
beneficiaries shall have any right, title, or interest in any benefit under this
Agreement prior to the occurrence of the right to the payment of such benefit.

         16. NOTICE. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the such addresses as each party may designate from time to time to the other
party in writing in the manner provided herein. Unless designated otherwise
notices should be addressed as follows:

         TO THE EXECUTIVE

                Sally A. Boyer
                2125 Fairfax Road
                Columbus, Ohio 43221

         TO THE CORPORATION

                Too, Inc.
                3885 Morse Road
                Columbus, Ohio  43219
                Attention: Kathleen C. Maurer/Sr. Vice President-Human Resources

If the parties by mutual agreement supply each other with telecopier numbers for
the purposes of providing notice by facsimile, such notice shall also be proper
notice under this Agreement. Notice sent by certified or registered mail shall
be effective two (2) days after deposit by delivery to the U.S. Post Office.

         17. SAVINGS CLAUSE. If any payments otherwise payable to the Executive
under this Agreement are prohibited or limited by any statute or regulation in
effect at the time the payments would otherwise be payable:

                  (a) Corporation will use its best efforts to obtain the
         consent of the appropriate governmental agency to the payment by
         Corporation to the Executive of the maximum amount that is permitted;
         and

                  (b) the Executive will be entitled to elect to have apply, and
         therefore to receive benefits directly under, either (i) this Agreement
         or (ii) any generally applicable Corporation severance, separation pay,
         and/or salary continuation plan that may be in effect at the time of
         the Executive's termination.

Following any such election, the Executive will be entitled to receive benefits
under this agreement or plan elected only if and to the extent the agreement or
plan is applicable and subject to its specific terms.

         18. AMENDMENT; WAIVER. This Agreement may not be amended or modified
and no provision may be waived unless such amendment, modification, or waiver is
agreed to in writing and signed by the Executive and the Corporation.

         19. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         20. PRIOR EXECUTIVE AGREEMENTS. This Agreement supersedes any and all
prior executive agreements or similar agreements between the Corporation (or any
predecessor of the Corporation) and the Executive and no payments or benefits of
any kind shall be made under, on account of, or by reference to the prior
executive agreements.



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<PAGE>   11

         21. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

         22. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Ohio,
without giving effect to conflict of law principles thereof. The parties hereby
consent to the exclusive jurisdiction of the state courts of the State of Ohio
and venue in Franklin County, Ohio.


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<PAGE>   12

         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
day and year written above.

                                CORPORATION:
                                ------------

                                TOO, INC.

                                By:  /s/ Kent A. Kleeberger
                                   --------------------------------------------
                                      KENT A. KLEEBERGER
                                Its:  Senior Vice President and Chief Financial
                                      Officer

                                EXECUTIVE:
                                ----------

                                  /s/ Sally A. Boyer
                                -----------------------------------------------
                                      SALLY A. BOYER





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</TEXT>
</DOCUMENT>
