AMENDMENT TO EMPLOYMENT AGREEMENT
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This Amendment (this "Amendment") is entered into as of
June 1, 2001, by and between AnnTaylor Stores Corporation (the
"Company") and Barry Erdos (the "Executive"), and amends the
Employment Agreement, dated as of March 7, 2001, between the
Company and the Executive (the "Original Agreement").
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the
Company and the Executive agree as follows:
1. All capitalized terms used and not defined herein shall have
the meanings ascribed to them in the Original Agreement.
2. Section 6(e)(ii) of the Original Agreement is hereby amended
to read as follows:
(ii) (A) unless clause (B) below applies, then
following the Date of Termination and for the
longer of twelve (12) months thereafter or the
balance of the Term, the Company shall pay to the
Executive monthly an amount, ("Severance
Payments") equal to the quotient of the
Executive's annual base salary at the rate in
effect as of the Date of Termination (the "Base
Salary"), divided by the number twelve (12) (minus
any amounts payable to the Executive during any
such month as a disability benefit under a Company
paid plan), or (B) in the event the Date of
Termination occurs on or following a Change in
Control, then, within five (5) days after the Date
of Termination, the Company shall pay to the
Executive in a lump sum an amount equal to the
product of (X) the sum of the Executive's Base
Salary and the average of the total bonuses earned
by the Executive, including bonuses paid under the
Company's Management Performance Compensation Plan
and the Company's Long Term Incentive Cash
Compensation Plan, in the three fiscal years of
the Company ended immediately prior to the Date of
Termination (or, if higher, in the three fiscal
years of the Company ended immediately prior to
the Change in Control) multiplied by (Y) two and
one-half (2-1/2). For purposes of this subsection
(ii): (I) if the Date of Termination occurs prior
to the occurrence of a Change in Control but
during the pendency of a Potential Change in
Control (as hereinafter defined), such Date of
Termination shall be deemed to have occurred
following a Change in Control and (II) a
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"Potential Change in Control" shall be deemed to
have occurred if the event set forth in any one of
the following clauses shall have occurred:
3. Section 6(e)(iv) of the Original Agreement is hereby amended
to read as follows:
(iv) Executive shall continue to be provided for the
duration of the Severance Period with the same medical
and life insurance coverage as existed immediately
prior to the Notice of Termination; provided,
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however, that benefits otherwise receivable by
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the Executive pursuant to this Section 6(e)(iv)
shall be reduced to the extent that benefits of
the same type are received by or made available
to the Executive during the Severance Period (and
any such benefits received by or made available
to the Executive shall be reported to the Company
by the Executive). For the purpose of medical
and life insurance coverage referred to in this
subparagraph, the term "Severance Period" shall
include the period following the Date of
Termination and for the longer of twelve (12)
months thereafter or the balance of the Term;
4. From and after the date hereof, the term "Agreement" as used
in the Original Agreement, shall mean the Original Agreement as
amended by this Amendment; and the Original Agreement, as so
amended, shall continue in full force and effect.
5. The remaining terms of the Original Agreement are hereby
made a part of, and are incorporated by this reference, into
this Amendment.
In WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.
ANN TAYLOR STORES CORPORATION
By: /s/J. Patrick Spainhour /s/ Barry Erdos
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BARRY ERDOS
Employment Agreement - AnnTaylor Stores Corp. and Barry Erdos
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