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

Date of Report (Date of earliest event reported): August 12, 2005

(Exact Name of Registrant as specified in its charter)

Delaware		1-14987		31-1333930
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employer Identification Number)

8323 Walton Parkway
New Albany, Ohio 43054
(614) 775-3500
(Address, including zip code, and telephone number
including area code of Registrant’s
principal executive offices)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K fýling is intended to simultaneously satisfy the fýling obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement.

     On August 12, 2005, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Too, Inc. (the “Company”) took the following action:

Awards under Incentive Compensation Plan for the Fall Season 2005

     The Company’s executive officers are eligible to receive cash incentives under the Company’s Incentive Compensation Plan (the “IC Plan”) for the Fall Season 2005 (Q3 and Q4 of fiscal 2005) based upon one or more objective financial performance criteria selected by the Compensation Committee. The cash incentive is based on a percentage of base salary if performance goals are met for the Fall Season 2005. Any awards for the Fall Season 2005 will be weighted at 60%, while the awards paid out for the Spring Season 2005 are weighted at 40%, of the total amount of any cash awards made under the IC Plan for fiscal 2005. The Compensation Committee determined that the performance criterion for the Fall Season 2005 will be Operating Income, and approved the following threshold, target, and maximum payouts based on specified levels of Operating Income for the following executive officers:

		Payout as a Percentage of Base Salary (x 60%)
		Threshold				Target				Maximum
Michael W. Rayden			24%				120%				240%
Chairman of the Board, President, and Chief Executive Officer
William E. May			14%				70%				140%
Executive Vice President and Chief Operating Officer
Poe A. Timmons			9%				45%				90%
Senior Vice President and Chief Financial Officer
Scott M. Bracale			13%				65%				130%
Executive Vice President and Chief Operating Officer, Limited Too
Sally A. Boyer			14%				70%				140%
President and General Manager, Justice
Paula M. Damaso			12%				60%				120%
Executive Vice President - Merchandising, Design and Fashion, Limited Too

		Payout as a Percentage of Base Salary (x 60%)
		Threshold				Target				Maximum
Joan E. Munnelly			11%				55%				110%
Executive Vice President - Merchandising, Design and Fashion, Justice
Ronald Sykes			10%				50%				100%
Senior Vice President - Human Resources

     No payment will be made for performance below the threshold level of Operating Income.

SIGNATURE

     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.

		TOO, INC.
Date: August 17, 2005		By:		/s/ Poe A. Timmons
				Poe A. Timmons Senior Vice President and Chief Financial Officer (Principal Financial Officer)