AMENDMENT TO THE
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ANNTAYLOR STORES CORPORATION
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MANAGEMENT PERFORMANCE COMPENSATION PLAN
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This Amendment is made to the AnnTaylor Stores Corporation Management
Performance Compensation Plan, which was most recently amended and restated as
March 12, 1998 (the 'Plan'). This Amendment shall be effective as of March 10,
2000. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Plan.
WHEREAS, by resolution adopted on March 10, 2000 by the Board of Directors
of AnnTaylor Stores Corporation (the 'Company'), the Company has determined that
it is in its best interest and that of its stockholders to amend the Plan as set
forth herein, pursuant to the authority retained by the Company in Section 8 of
the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 2 of the Plan is amended by adding the following
definition as Section 2(d) and renumbering the following paragraphs of Section 2
accordingly:
'(d) A 'Change in Control' shall be deemed to have occurred if:
(i) any 'person', as such term is used in Section 13(d) and 14(d) of the
Exchange Act, other than (1) the Company, (2) any trustee or other
fiduciary holding securities under an employee benefits plan of the
Company, or (3) any corporation owned, directly or indirectly, by the
stockholders of the Company (in substantially the same proportion as
their ownership of shares) (a 'Person') is or becomes the 'beneficial
owner' (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 30% or more of
the combined voting power of the Company's then outstanding voting
securities;
(ii) during any period of not more than two consecutive years, individuals
who at the beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described
in clause (i), (iii) or (iv) of this Section 2(d)) whose election by
the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors at the beginning of the period or
whose election or nomination for election for election was previously
so approved, cease for any reason to constitute at least a majority
thereof;
(iii)the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than (A) a merger or
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consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving or parent entity) 50% or more of the
combined voting power of the voting securities of the Company or such
surviving or parent entity outstanding immediately after such merger
or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction)
in which no Person is or becomes the beneficial owner (as defined in
clause (i) above), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the
Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets (or any
transaction having a similar effect).'
2. Section 5 of the Plan is amended by adding thereto a new
paragraph (f) to read as follows:
'(f) Notwithstanding the preceding provisions of this Section 5, in the
event of a Change in Control, a pro rata cash payment, in cancellation
of outstanding Awards in respect of the Performance Period in effect
as of the date of the Change in Control, shall be made to each
Participant within thirty (30) business days following the date of the
Change in Control. The pro rata payment to such Participant with
respect to such Performance Period shall be calculated by multiplying
(X) and (Y), where (X) equals the amount to which the Participant
would have been entitled had the Performance Period been completed,
assuming for this purpose that all Performance Goals applicable to the
Participant were achieved at a level equating to a Performance Ratio
of 100% and (Y) equals a fraction the numerator of which is the number
of full and partial months in such Performance Period that have
elapsed as of the date of the Change in Control and the denominator of
which is the number of months in the complete Performance Period.'
Except as herein modified, the Plan shall remain in full force and
effect.
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Management Performance Compensation Plan - AnnTaylor Stores Corp.
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