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.
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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).
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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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