PERSONAL AND CONFIDENTIAL
January 24, 1997
Mr. Paul E. Francis
535 Pelham Manor Road
Pelham Manor, NY 10803
Dear Paul:
This will confirm the agreement between you and AnnTaylor, Inc.
(hereafter referred to as the 'Company') regarding your
separation from the Company.
1. We agree that your date of separation from employment with
the Company will be February 14, 1997 (the 'Separation
Date') and, effective as of the Separation Date, you hereby
resign from your positions as a director and/or officer of
the Company, its parent company, and any of the Company's
subsidiaries.
2. In consideration of your delivery of the Release referred to
in paragraph 4 and the representations and agreements set
forth in this letter agreement, including those set forth in
paragraph 5 hereof, the Company agrees to pay you the
severance compensation described in paragraph 3 below,
subject to the terms and conditions set forth in this
letter.
3. Subject to this letter agreement becoming effective and to
your compliance with the terms hereof, your severance
compensation shall consist of the following:
(a) Cash compensation of up to $335,000.00, less all
applicable federal, state and local withholding taxes
('Taxes'), payable in up to twenty-four equal semi-
monthly installments of $13,958.33 (less Taxes),
commencing upon the later of the Separation Date and
the Effective Date of this letter agreement (as defined
in paragraph 11 below), and continuing through the
earlier of (i) the twelve-month anniversary of such
date and (ii) such time as you procure other full time
employment. You agree that if you procure other full
time employment prior to the twenty-fourth payment
referenced above, you will provide the Company prompt
written notice thereof.
=====================================================================
Mr. Paul E. Francis
January 24, 1997
Page 2
(b) The Company shall permit you to continue your
participation in its medical and dental insurance
programs at the associate rate of contribution, from
the Separation Date throughout the period during which
you are receiving severance compensation pursuant to
paragraph 3(a) above. At the end of that period, you
shall be entitled to participate in such programs in
accordance with the applicable COBRA regulations.
(c) If the Separation Date occurs before the time that
the Company makes incentive compensation payments to
its associates under the Management Performance
Compensation Plan (the 'Performance Plan') for the Fall
1996 Season, the Company shall also make a payment to
you, at the time that such payment is made to all
associates, in an amount equal to the incentive
compensation payment you would have received under the
Performance Plan for the Fall 1996 Season if you had
continued to be employed by the Company (less Taxes).
(d) The 'performance options' previously granted to
you under the Company's 1992 Stock Option and
Restricted Stock and Restricted Unit Award Plan (the
'Option Plan') and the related stock option agreements,
and listed on Schedule I hereto, shall remain
outstanding through February 28, 1999 and shall
continue to be eligible for vesting and exercise in
accordance with the terms set forth in the applicable
stock option agreements as if you had continued in the
employ of the Company through such date. All such
performance options that have not vested or are not
exercised by the close of business on February 28, 1999
shall be canceled at such time.
Certain of the 'time options' previously granted
to you under the Option Plan and the related stock
option agreements, also listed on Schedule I hereto,
that would not have vested until after April 6, 1997
shall be canceled as of the Separation Date. However,
the remaining 'time options' previously granted to you
and listed on Schedule I shall continue to be
outstanding and shall vest in accordance with the
original vesting schedule applicable thereto, through
and including April 6, 1997 as if you had continued in
the employ of the Company through such date, and all
vested time options shall be exercisable through the
close of business on February 28, 1999 as if you had
continued in the employ of the Company through such
time. All unexercised vested time options not
exercised by the close of business on February 28, 1999
shall be canceled at such time.
=====================================================================
Mr. Paul E. Francis
January 24, 1997
Page 3
4. In consideration of the compensation described in paragraph
3 above, on the Separation Date you shall execute and
deliver to the Company a Release in the form of Schedule II
hereto.
5. You represent that you have not filed against the Company or
the Company's parents, subsidiaries, affiliates or any
Related Persons (as defined in Schedule II), any complaints,
charges or law suits arising out of your employment by the
Company, or any other matter arising on or prior to the date
hereof. You covenant and agree that you will not seek
recovery against the Company or any of its parents,
subsidiaries, affiliates or any Related Person arising out
of any of the matters set forth in this paragraph or any of
the matters that are the subject of the Release referred to
in paragraph 4.
6. Nothing set forth in this agreement shall prevent you from
enforcing the terms of this agreement, nor do you waive or
lose any rights that you have to compensation for vested
accrued unused 1997 vacation, or any rights that you have as
a former employee under the Company's stock option plans,
stock purchase plan, or retirement or insurance plans, as
applicable.
7. You represent that you have returned or will immediately
return to the Company all confidential information of the
Company ('Company Information'), and you will not retain any
copies, reproductions or excerpts thereof, including without
limitation mailing lists, customer lists, reports, files,
memoranda, records, credit cards, door and file keys,
training manuals, and other physical or personal property
which you received or prepared or helped prepare in
connection with your employment by the Company, and other
technical, business or financial information or trade
secrets the use or disclosure of which might reasonably be
construed to be contrary to the interests of the Company or
any Related Person.
8. In the course of your employment with the Company you
acquired confidential Company Information. You understand
and agree that such Company Information was disclosed to you
in confidence and for the benefit and use of only the
Company. You acknowledge that you have no ownership right
or interest in any Company Information used or developed
during the course of your employment. You understand and
agree that (a) you will keep such Company Information
confidential at all times after your employment with the
Company and (b) you will not make use of Company Information
on your own behalf or on behalf of any third party.
=====================================================================
Mr. Paul E. Francis
January 24, 1997
Page 4
9. You agree that, from the date hereof through February 28,
1999, you will not solicit, entice, persuade, induce or
influence any individual who is an employee of the Company
to terminate his or her employment with the Company or to
become employed by any other individual or entity, and you
shall not approach any such employee for any such purpose.
Any breach of the terms of this paragraph shall result in
your automatic forfeiture of the severance compensation set
forth in paragraph 3 above.
10. The Company advises you to consult with an attorney of your
choosing prior to signing this agreement. You confirm that
you have the right and have been given the opportunity to
review this agreement and, specifically, the release set
forth in paragraph 4 and the representations and agreements
set forth in paragraph 5, with an attorney of your choice.
You also understand and agree that the Company is under no
obligation to offer you the severance compensation set forth
in paragraph 3 and that you are under no obligation to
consent to the release set forth in paragraph 4 and the
representations and agreements set forth in paragraph 5, and
that you have entered into this agreement freely and
voluntarily.
11. You may have forty-five days to consider the terms of this
agreement. Furthermore, once you have signed this
agreement, you will have seven additional days from the date
you sign it to revoke your consent. To revoke this
agreement you must clearly communicate your decision to do
so to the Senior Vice President - Human Resources of the
Company (212-541-3361) within the seven day period. This
agreement will not become effective until seven days after
the date you have signed it, as indicated on the last page
hereof. Such seventh day is considered to be the 'Effective
Date' of this agreement.
12. You agree to keep the terms of your severance compensation
and this agreement confidential, other than as necessary to
consult with your legal or tax advisors.
13. The terms in this letter constitute the entire agreement
between us and may not be altered or modified other than in
a writing signed by you and the Company. This letter
supersedes in its entirety the letter to you from the
Company dated January 13, 1997. You represent that in
executing this letter agreement you do not rely and have not
relied upon any representation or statement not set forth
herein made by the Company or any of its agents,
representatives, attorneys or Related Persons with respect
to the subject matter, basis or effect of this letter
agreement, or otherwise.
=====================================================================
Mr. Paul E. Francis
January 24, 1997
Page 5
14. This agreement will be governed by the laws of the State of
New York, without reference to its choice of law rules.
If this letter correctly sets forth our understanding, please so
signify by signing and dating the enclosed copy of this letter
and returning it to the Senior Vice President - Human Resources,
AnnTaylor, Inc., 142 West 57th Street, New York, New York 10019.
Very truly yours,
AnnTaylor, Inc.
By: /s/ J. Patrick Spainhour
__________________________
Chairman & CEO
AGREED TO AND ACCEPTED:
/s/ Paul E. Francis
___________________________
PAUL E. FRANCIS
Dated: January 24, 1997
----------------
===========================================================================
Mr. Paul E. Francis
January 24, 1997
Page 6
SCHEDULE I
STOCK OPTION GRANTS UNDER THE
ANNTAYLOR STORES CORPORATION 1992 STOCK OPTION
AND RESTRICTED STOCK AND RESTRICTED UNIT AWARD PLAN
Performance Options
--------------------
:----------:-------------:--------------------:
: Grant : Exercise : No. Performance :
: Date : Price : Options Awarded :
:----------:-------------:--------------------:
: : : :
: 02/23/94: $25.375 : 53,336 :
:----------:-------------:--------------------:
: 02/24/95: $33.000 : 20,000 :
:----------:-------------:--------------------:
Time Options
-------------
:----------:----------:------------:-----------:---------------:-------------:
: : : : No. Time : No. Time : No. Time :
: : : No. Time : Options : Options : Options :
: Grant : Exercise : Options : Vested at : Canceled :Vesting in :
: Date : Price : Awarded : 2/21/97 : on 2/21/97 : Future :
:----------:----------:------------:-----------:---------------:-------------:
: 04/06/93 : $18.125 : 30,000 : 24,000 : 0 : 6,000 :
: : : : : : (4/6/97) :
:----------:----------:------------:-----------:---------------:-------------:
: 04/06/93 : $26.000 : 40,000 : 32,000 : 0 : 8,000 :
: : : : : : (4/6/97) :
:----------:----------:------------:-----------:---------------:-------------:
: 02/23/94 : $25.375 : 26,664 : 13,332 : 6,666 : 6,666 :
: : : : : : (2/23/97) :
:----------:----------:------------:-----------:---------------:-------------:
: 02/24/95 : $33.000 : 10,000 : 2,500 : 5,000 : 2,500 :
: : : : : : (2/24/97) :
:----------:----------:------------:-----------:---------------:-------------:
==============================================================================
SCHEDULE II
FORM OF RELEASE TO BE DELIVERED
ON THE SEPARATION DATE
Reference is made to the agreement dated January 24, 1997 between
the undersigned, Paul E. Francis, and AnnTaylor, Inc. (the
'Company'), relating to the separation of employment of the
undersigned from the Company (the 'Agreement').
In consideration of the compensation described in paragraph 3 of
the Agreement, I, Paul Francis, hereby voluntarily, knowingly and
willingly release and forever discharge the Company, its parents,
subsidiaries and affiliates, together with its and their
respective officers, directors, partners, shareholders,
employees, successors and assigns (collectively, the 'Related
Persons'), from any and all charges, complaints, claims,
promises, agreements, controversies, causes of action and demands
of any nature whatsoever which against any of them that I or my
heirs, executors, administrators, successors or assigns ever had,
now have or hereafter can, shall or may have by reason of any
matter, cause or thing whatsoever arising through and including
the date of this Release. This release includes, but is not
limited to, any rights or claims relating in any way to my
employment relationship with the Company, or the termination
thereof, or under any statute, including the federal Age
Discrimination in Employment Act, Title VII of the Civil Rights
Act, The Americans With Disabilities Act, the New York Human
Rights Law, and any other federal, state or local law.
The foregoing notwithstanding, this Release shall not constitute
a release or waiver of any rights that the undersigned may have
to indemnification from the Company or AnnTaylor Stores
Corporation in connection with the action captioned Carol Novak
-----------
and Robert Nieman, On behalf of Themselves and All Others
-----------------------------------------------------------------
Similarly Situated v. Sally Frame Kasas [sic], et al., No. 96
-------------------------------------------------------
Civ. 3073 (BDP) (S.D.N.Y.). The undersigned shall cooperate with
the Company in connection with the defense of this matter.
I represent that I have not filed against the Company or the
Company's parents, subsidiaries, affiliates or any Related
Persons, any complaints, charges or law suits arising out of my
employment by the Company, or any other matter arising on or
prior to the date hereof, and I covenant and agree that I will
not seek recovery against the Company or any of its parents,
subsidiaries, affiliates or any Related Person arising out of any
of the matters set forth in the second paragraph of this Release.
IN WITNESS WHEREOF, I have executed and delivered this Release to
the Company as of this 14th day of February, 1997.
_______________________
Paul E. Francis
____________________
Witness
====================================================================
RELEASE
Reference is made to the agreement dated January 24, 1997 between
the undersigned, Paul E. Francis, and AnnTaylor, Inc. (the
'Company'), relating to the separation of employment of the
undersigned from the Company (the 'Agreement').
In consideration of the compensation described in paragraph 3 of
the Agreement, I, Paul Francis, hereby voluntarily, knowingly and
willingly release and forever discharge the Company, its parents,
subsidiaries and affiliates, together with its and their
respective officers, directors, partners, shareholders,
employees, successors and assigns (collectively, the 'Related
Persons'), from any and all charges, complaints, claims,
promises, agreements, controversies, causes of action and demands
of any nature whatsoever which against any of them that I or my
heirs, executors, administrators, successors or assigns ever had,
now have or hereafter can, shall or may have by reason of any
matter, cause or thing whatsoever arising through and including
the date of this Release. This release includes, but is not
limited to, any rights or claims relating in any way to my
employment relationship with the Company, or the termination
thereof, or under any statute, including the federal Age
Discrimination in Employment Act, Title VII of the Civil Rights
Act, The Americans With Disabilities Act, the New York Human
Rights Law, and any other federal, state or local law.
The foregoing notwithstanding, this Release shall not constitute
a release or waiver of any rights that the undersigned may have
to indemnification from the Company or AnnTaylor Stores
Corporation in connection with the action captioned Carol Novak
------------
and Robert Nieman, On behalf of Themselves and All Others
-----------------------------------------------------------------
Similarly Situated v. Sally Frame Kasas [sic], et al., No. 96
-------------------------------------------------------
Civ. 3073 (BDP) (S.D.N.Y.). The undersigned shall cooperate with
the Company in connection with the defense of this matter.
I represent that I have not filed against the Company or the
Company's parents, subsidiaries, affiliates or any Related
Persons, any complaints, charges or law suits arising out of my
employment by the Company, or any other matter arising on or
prior to the date hereof, and I covenant and agree that I will
not seek recovery against the Company or any of its parents,
subsidiaries, affiliates or any Related Person arising out of any
of the matters set forth in the second paragraph of this Release.
IN WITNESS WHEREOF, I have executed and delivered this Release to
the Company as of this 14th day of February, 1997.
/s/ Paul E. Francis
_______________________
Paul E. Francis
/s/ Jocelyn Barandiaran
________________________
Witness
Separation Agreement - AnnTaylor Inc. and Paul E. Francis
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