AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT (this 'Amendment') is entered into as of August 23, 1996 (the 'Amendment Effective Date'), by and between ANNTAYLOR STORES CORPORATION (the 'Company') and J. PATRICK SPAINHOUR (the 'Executive'), and amends the Employment Agreement, dated as of February 16, 1996, 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 2 of the Original Agreement is hereby amended by extending the end of the initial term of employment of the Executive from February 19, 1999 to August 23, 1999, unless further extended or sooner terminated as provided in the Original Agreement. 3. The first two sentences of Section 3(a) of the Original Agreement is are hereby amended to provide that, effective as of August 23, 1996, the Executive shall serve as Chairman and Chief Executive Officer of the Company, and shall report directly to the Board of Directors of the Company. The third sentence of Section 3(a) of the Original Agreement is hereby deleted in its entirety. 4. Section 5(a)(i) of the Original Agreement is hereby amended by increasing Executive's annual base salary to a rate of $650,000, effective from and as of August 23, 1996, and is hereby further amended to provide that, effective from as of January 1, 1998, Executive's annual base salary shall be increased to a rate of $725,000. Such base salary rates may be increased from time to time, in the discretion of the Board of Directors, in accordance with the Company's annual executive performance review procedures, as provided in Section 5(a) of the Original Agreement. 5. Section 5(a)(ii) of the Original Agreement is hereby amended to increase Executive's Performance Percentage under the Company's Management Performance Compensation Plan to 50% for the Fall 1996 Season. Thereafter, the Performance Percentage shall be determined as provided in the Performance Plan. The last sentence of Section 5(a)(ii) shall continue to apply. ============================================================== Amendment to Employment Agreement Page 2 6. The Executive shall be granted a performance-vesting Non-Qualified Stock Option (the 'Performance Option') to acquire seventy-five thousand (75,000) shares of the Company's Common Stock under the Option Plan, with an exercise price equal to the fair market value (as defined, and determined as of the date of grant, under the Option Plan) of the Common Stock. The Performance Option shall become exercisable on the earliest to occur of the following: (i) the ninth anniversary of the date of grant (the 'grant date'), (ii) the date of achievement by the Company of total earnings per share of at least $1.50 over four consecutive quarters ending after the grant date, and (iii) the first date occurring after the grant date on which the fair market value (as defined in the Option Plan) of a share of Common Stock on each of the ten consecutive trading days immediately preceding such date is equal to at least $35.00; provided -------- that, (a) in the case of each of clauses (ii) and (iii), (1) ---- such date occurs no later than the fifth anniversary of the grant date, and (2) a portion of the Performance Option may become exercisable, based upon satisfaction of terms and conditions consistent with those set forth in the Company's standard stock option agreement applicable to performance options, if exercisability has not otherwise occurred by the fifth anniversary of the grant date; and (b) in the case of each of clauses (i) through (iii), the Executive has remained continuously employed by the Company until the applicable date. The Performance Option shall contain such other terms and conditions as are set forth in the Company's standard stock option agreements applicable to such type of option, including, but not limited to, accelerated exercisability upon the occurrence of an Acceleration Event under the Option Plan. 7. Executive shall be granted seventy-five thousand (75,000) restricted shares of common stock of the Company (the 'Restricted Shares'). One-third of the Restricted Shares shall vest on, and be delivered to the Executive promptly following, each of the first three anniversaries of the Amendment Effective Date, provided the Executive has -------- remained continuously employed by the Company until the applicable date. Notwithstanding the foregoing, any outstanding unvested Restricted Shares shall become fully vested (i) upon occurrence of an Acceleration Event, as defined under the Option Plan, or (ii) if the Company shall terminate the Executive's employment other than for Cause or the Executive shall terminate his employment for Good Reason. The Company shall file with the Securities and Exchange Commission a shelf registration statement covering the Restricted Shares, pursuant to which Executive may sell vested Restricted Shares from time to time. The Company shall use its best efforts to cause the registration statement to become effective on or before August 22, 1997 and to keep such registration statement effective until all such shares have been sold by Executive (except during such times that maintaining effectiveness would require the Company to disclose a material corporate development but the Company does not believe that such disclosure would be in the best interests of the Company and its stockholders). ================================================================= Amendment to Employment Agreement Page 3 8. From and after the Amendment Effective Date, 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. 9. Sections 11 through 17 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 this 27th day of January, 1997, intending it to be effective as of August 23, 1996. ANNTAYLOR STORES CORPORATION EXECUTIVE: By:/s/ Rochelle Lazarus /s/ J. Patrick Spainhour ______________________________ __________________________ Rochelle Lazarus, Director J. PATRICK SPAINHOUR
Employment Agreement - AnnTaylor Stores Corp. and J. Patrick Spainhour
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