{"id":38927,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-anntaylor-inc-and-dwight-f-meyer.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-anntaylor-inc-and-dwight-f-meyer","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-anntaylor-inc-and-dwight-f-meyer.html","title":{"rendered":"Employment Agreement &#8211; AnnTaylor Inc. and Dwight F. Meyer"},"content":{"rendered":"<pre>                   EMPLOYMENT AGREEMENT\n\n\n      THIS EMPLOYMENT AGREEMENT (the 'Agreement') is entered\ninto  between  AnnTaylor, Inc., a Delaware corporation  (the\n'Company'),  and  DWIGHT  F.  MEYER  ('Executive'),  as   of\nSeptember 20, 1996.\n\n                    R E C I T A L S:\n                    ----------------\n\n     WHEREAS, Executive presently serves as President of CAT\nUS Inc. ('CAT'), a corporation 40% owned by the Company; and\n\n      WHEREAS,  pursuant  to  a  Stock  and  Asset  Purchase\nAgreement  dated  as  of  June  7,  1996  (as  amended,  the\n'Purchase  Agreement'),  among Cygne  Designs,  Inc.,  Cygne\nGroup  (F.E.)  Limited,  the Company  and  AnnTaylor  Stores\nCorporation,   a   Delaware  corporation  and   the   parent\ncorporation of the Company ('ATSC'), the Company intends  to\nacquire, among other things, the remaining outstanding stock\nof  CAT and, upon consummation of such acquisition, CAT will\nbecome a wholly owned subsidiary of the Company and will  be\nknown   as  AnnTaylor  Global  Sourcing,  Inc.  (hereinafter\nreferred to as 'ATGS'); and\n\n      WHEREAS, the services of Executive, his experience and\nknowledge  of  the affairs of ATGS and the Company  and  his\nreputation  and  contacts  in the  industry  are  considered\nvaluable  to the Company, and the Company desires to  employ\nExecutive  and  Executive desires  to  be  employed  by  the\nCompany upon the terms and conditions hereinafter set forth;\n\n      \n      \n      NOW,  THEREFORE, the parties hereto,  for  the\nconsideration herein set forth and the mutual covenants herein \ncontained  and intending to be legally bound hereby,  agree  as\nfollows:\n      \n      Section 1.  Employment.  Subject to Section 16 hereof,\n                  ----------\nthe  Company hereby agrees to employ Executive as  Executive\nVice  President of Sourcing of the Company and  ATGS  during\nthe  term set forth in Section 2 below and Executive  hereby\naccepts  employment with the Company and ATGS and agrees  to\nperform   his  duties  and  responsibilities  hereunder   in\naccordance  with  the terms and conditions  hereinafter  set\nforth.\n      \n      Section 2.  Term.  The term of employment of Executive\n                  ----\nunder this Agreement (the 'Term of Employment') shall be for\na  period  commencing  on the date of  the  closing  of  the\ntransactions  contemplated by the  Purchase  Agreement  (the\n'Starting  Date'), and shall continue, unless earlier  \nterminated  pursuant to Section 8 hereof, for a period  of  three\nyears from the Starting Date.\n      \n      Section  3.  Duties and Responsibilities.  During  the\n                   ---------------------------\nTerm  of  Employment, Executive shall perform and  discharge\nsuch  executive duties and responsibilities as  may  be  \nprescribed  from  time to time by the Board of  Directors  (the\n'Company  Board'),  the Chairman or  the  President  of  the\nCompany.   The  principal location at which  Executive  will\nperform  his services will be at ATGS's offices in New  York\nCity (except for required travel on the Company's business).\n\n      Section 4.  Extent of Service.  During the Term of  \n                  -----------------\nEmployment,  Executive shall devote substantially all  of  his\nbusiness  time and attention, reasonable vacation  time  and\nabsences  for  sickness excepted, to  the  business  of  the\nCompany  and  ATGS.  Executive shall perform the  duties  as\nsigned to him with fidelity and to the best of his ability.\n\n      Section 5.  Compensation.  For all services to be  \n                  ------------\nrendered by Executive in any capacity hereunder during the Term\nof Employment, the Company shall pay, or shall cause ATGS to\npay,   Executive   the  following  types  and   amounts   of\ncompensation:\n\n           \n           5.1.   Base  Salary.  The Company shall  pay,  or\n                  ------------\nshall cause ATGS to pay, Executive a base salary of $350,000\nper  annum,  such salary to be paid in conformity  with  the\nCompany's  policies  relating to  salaried  employees.   The\nCompany  agrees to review annually Executive's base  salary,\nand  may  increase  Executive's  base  salary  at  its  sole\ndiscretion.\n          \n          5.2.  Benefits.  Executive shall, as long as he is\n                --------\na  full-time employee of the Company or ATGS, have the right\nto  receive vacation, sick pay, life, medical and disability\ninsurance  benefits  and other fringe benefits  provided  to\nexecutive  employees of the Company generally.  The  Company\nshall  waive  or  cause  to be waived the  one-year  waiting\nperiod  after commencement of employment applicable  to  its\nlife insurance and group accident insurance programs and any\nother  program where such waiver will not be a violation  of\nany  Federal  or state law or regulation.  The Company  will\nreimburse Executive for travel, entertainment and other \nbusiness  expenses reasonably incurred by him in connection with\nthe business of the Company consistent with Company policy.\n\n           \n          5.3.   Annual Bonus.  During the Term  of  Employment,\n                 ------------\nthe Executive shall be eligible to participate in  the\nCompany's annual bonus plan as in effect from time to  time,\nand shall be entitled to receive such amounts (a 'Bonus') as\nmay be authorized, declared and paid by the Company pursuant\nto  the  terms  of  such plan.  ATSC currently  maintains  a\nManagement  Performance Compensation Plan (the  'Performance\nPlan'),  a  copy  of  which is attached to  this  Agreement,\npursuant  to which certain executives and employees  of  the\nCompany  are  paid  performance bonus compensation.   It  is\nagreed  that  Executive shall participate in the Performance\nPlan  effective as of the Starting Date.  Executive's \nPerformance Percentage (as that term is defined in the Performance\nPlan)  shall be established at 40% during the first year  of\nparticipation  under the Performance Plan (20%  per  season)\nand   thereafter   the  Performance  Percentage   shall   be\ndetermined   as   provided   in   the   Performance    Plan.\nNotwithstanding the foregoing, the minimum bonus to be  paid\nto  Executive  under the Performance Plan or  otherwise  for\neach  of  the fall season of 1996 and the spring  season  of\n1997  shall  be  $35,000,  provided  Executive's  employment\nhereunder during such period has not been terminated by  the\nCompany for Cause or by the Executive without Good Reason.\n           \n           5.4.  Stock Options.  The Executive will be grant\n                 -------------\ned  a  time-vested  Non-Qualified Stock  Option  to  acquire\n35,000 shares (the 'Option Shares') of common stock of  ATSC\n(the  'Common Stock') under ATSC's Amended and Restated 1992\nStock  Option and Restricted Stock and Unit Award Plan  (the\n'Option  Plan')  with an exercise price equal  to  the  fair\nmarket  value (as defined and determined as of the  Starting\nDate under the Option Plan) of the Common Stock.  The Option\nshall   vest   in  accordance  with  the  vesting   schedule\napplicable  to  the  options granted to the  Company's  \nassociates  in 1996 under the Option Plan.  The Executive  shall\nbe  eligible to receive additional options under the  Option\nPlan  or other and additional option plans as may be adopted\nby  ATSC during the Term of Employment, taking into account,\namong  other  things, Executive's performance  and  position\nwith the Company.\n          \n          5.5  Anniversary Bonus.  Subject to the provisions\n               -----------------\nof  Section 8 hereof, the Company shall, or shall cause ATGS\nto,  pay  to  Executive  a  one-time  anniversary  bonus  of\n$400,000 on September 21, 1997.\n     \n     \n     Section 6.  Covenant Not to Compete.\n                 -----------------------\n           \n           6.1.  During the period in which Executive is  \nemployed  by the Company or ATGS and for a period of one  year\nthereafter, Executive shall not:\n               \n               6.1.1.  Engage or participate in any activity\nor  business (other than as an investor owning not more than\n1%  of  the  voting securities of any publicly-held  corporation)\nwhich is the same or similar to the business  engaged\nin  by  the Company or ATGS, or, with regard to the one-year\nperiod referred to above, engaged in by the Company or  ATGS\nat  the  time of termination of Executive's employment  with\nthe Company or ATGS.\n                \n                6.1.2.   Serve as, act as or be an employee,\nagent,  consultant,  representative,  officer,  director  or\ninvestor (other than as an investor owning not more than  1%\nof  the  voting securities of any publicly-held corporation)\nwith  or  of,  or  receive any payment in the  way  of  \nremuneration  from, any entity, or an Affiliate (as  defined  in\nSection      6.3)     thereof,     which     engages      or\nbecomes  engaged in any activity or business  which  is  the\nsame or similar to the business engaged in by the Company or\nATGS,  or,  with regard to the one-year period  referred  to\nabove,  engaged  in by the Company or ATGS at  the  time  of\ntermination.\n           \n           6.2.  Directly or indirectly, for himself, or  on\nbehalf  of  or in conjunction with any entity, (a)  solicit,\nraid, entice or induce any person who is an employee of  the\nCompany or any of its Affiliates, or, with regard to the\none-year  period  referred  to above, was  an  employee  of  the\nCompany or any of its Affiliates at the time Executive's  \nemployment  was  terminated,  to (i)  refrain  from  rendering\nservices  to,  or  (ii) become employed  by  or  enter  into\ncontractual relations with any person or entity  other  than\nthe  Company or any of its Affiliates or (b) interfere with,\ndisrupt  or attempt to disrupt the relationship, contractual\nor  otherwise, between the Company or any of its Affiliates,\nand  any  franchisor, customer, supplier, lessor, lessee  or\nemployee of the Company or any of its Affiliates.\n\n           6.3.   For  the  purposes of this  Agreement,  an\n'Affiliate'  of any entity is any person, firm,  partnership\nor corporation which, directly or indirectly, through one or\nmore intermediaries, owns or controls, or is controlled  by,\nor  is under common control with, any such entity.  For  the\npurposes of this Agreement, 'control' when used with respect\nto  any  specified  entity means the  power  to  direct  the\nmanagement and policies of such entity, directly or indirect\nly,  whether through the ownership of voting securities,  by\ncontract  or  otherwise;  and the  terms  'controlling'  and\n'controlled' have meanings relative to the foregoing.\n\n           6.4.  Executive declares that the foregoing  time\nlimitations  are  reasonable and properly required  for  the\nadequate protection of the business of the Company.  In  the\nevent  that the provisions of this Section 6 should ever  be\ndeemed   to   exceed  the  time  limitations  permitted   by\napplicable  law,  then  such  provisions  shall  be   deemed\nreformed  to  the  maximum  time  limitations  permitted  by\napplicable law.\n\n           \n           6.5.   Executive  specifically  acknowledges  and\nagrees  that  the  remedy  at law  for  any  breach  of  the\nprovisions of this Section 6 will be inadequate (for reasons\nwhich  include,  but  are  not limited  to,  the  fact  that\nExecutive's  talents, and the services  to  be  provided  by\nExecutive, are unique) and that the Company, in addition  to\nany  other  relief  available to it, shall  be  entitled  to\ntemporary  and  permanent  injunctive  relief  without   the\nnecessity  of proving actual damage.  The existence  of  any\nclaim  or  cause of action by Executive against the  Company\nshall  not  constitute a defense to the enforcement  by  the\nCompany  of  the  foregoing restrictive covenant,  but  such\nclaim or cause of action shall be litigated separately.\n\n          \n          6.6.  Executive (a) acknowledges and agrees that a\nsubstantial   and   legally  sufficient   portion   of   the\nconsideration  payable  by  the  Company  pursuant  to  this\nAgreement  is attributable to the non-competition  and  \nnon-interference  covenants of this Section  6  and  (b)  hereby\nexpressly  waives  any  right to assert  inadequacy  of  \nconsideration  as defense to enforcement of the non-competition\nand non-interference covenants in this Section 6 should such\nenforcement ever become necessary.\n\n            \n            6.7.   Notwithstanding  any  provision  of  this\nSection  6  to  the  contrary,  if  the  Company's  business\noperations  are terminated and such business operations  are\nnot  carried on by any successor succeeding to the Company's\nobligations under this Agreement, then Executive shall  have\nno further obligation of any nature on and after the date of\nsuch termination under the provisions of this Section 6.\n\n     \n     Section 7.  Protection of Confidential Information.\n                 --------------------------------------\n          \n          7.1  Executive acknowledges that his employment by\nthe Company will, throughout the Term of Employment, involve\nhis   obtaining   knowledge   of  confidential   information\nregarding  the business and affairs of the Company  and  its\nAffiliates.  In recognition of the foregoing, the  Executive\ncovenants and agrees that:\n\n                7.1.1   Except in compliance with legal  \nprocess,  he will keep secret all confidential matters  of  the\nCompany  and its Affiliates which are not otherwise  in  the\npublic  domain and will not intentionally disclose  them  to\nanyone outside of the Company, wherever located (other  than\nto  a  person to whom disclosure is reasonably necessary  or\nappropriate in connection with the performance by  Executive\nof  his  duties  as  an executive officer of  the  Company),\neither  during or after the Term of Employment, except  with\nthe  prior written consent of the Company Board or a  person\nauthorized thereby; and\n\n                \n                7.1.2  He will deliver promptly to the \nCompany  on  termination of his employment, or at any other  time\nthe  Company may so request, all memoranda, notes,  records,\ncustomer lists, reports and other documents (and all  copies\nthereof)  relating  to the business of the  Company  or  its\nAffiliates which he created, generated or obtained while  \nemployed by, or otherwise serving or acting on behalf of,  the\nCompany or ATGS and which he may then possess or have  under\nhis control.\n           \n           7.2.   Executive  specifically  acknowledges  and\nagrees  that  the  remedy  at law  for  any  breach  of  the\nprovisions of this Section 7 will be inadequate and that the\nCompany,  in addition to any other relief available  to  it,\nshall  be  entitled  to  temporary and permanent  injunctive\nrelief without the necessity of proving actual damage.   The\nexistence  of  any  claim or cause of  action  by  Executive\nagainst  the Company shall not constitute a defense  to  the\nenforcement  by  the  Company of the  foregoing  restrictive\ncovenant,  but  such  claim  or cause  of  action  shall  be\nlitigated separately.\n      \n      Section 8.  Termination of Employment.  This Agreement\n                  -------------------------\nshall  terminate (except for Sections 6, 7 and  8)  and  the\nCompany  and  ATGS  shall  have  no  further  liability   or\nobligation  hereunder, on the earlier of (a) the  expiration\nof  the Term of Employment, or (b) the occurrence of any one\nof the following events:\n\n          \n          8.1.  Disability.  In the event that Executive has\n                ----------\na  Total Disability (as hereinafter defined), this Agreement\nmay  be  terminated by the Company, and in  such  event  the\nCompany  and  ATGS  shall  have  no  further  liability   or\nobligation  to  Executive for compensation hereunder,  other\nthan  for  (i) amounts accrued as of the date of  the  Total\nDisability pursuant to Section 5 of this Agreement, (ii)  if\nsuch  event occurs on or before September 21, 1997, the full\namount of the anniversary bonus referred to in Section  5.5,\nand (iii) an amount equal to Executive's then current annual\nbase  salary,  payable in installments for a  period  of  12\nmonths.  'Total Disability' shall mean a physical or  mental\ncondition  which  renders Executive unable  to  perform  the\nnormal duties of his employment with the Company or ATGS and\nis  expected  to be of extended duration of at  least  three\nmonths  or  result  in death.  A Total Disability  shall  be\ndeemed  to  have  occurred as of the  date  of  any  medical\nopinion  satisfactory  to the Company  to  that  effect  and\nreasonably   satisfactory  to   Executive   or   his   legal\nrepresentative.\n           \n           8.2.   Death.   In the event that Executive  dies\n                  -----\nduring  the Term of Employment, the Company shall, or  shall\ncause  ATGS  to,  pay to his executors or administrators  an\namount equal to (i) amounts accrued as of the date of  death\npursuant to Section 5 of this Agreement, (ii) if such  event\noccurs  on or before September 21, 1997, the full amount  of\nthe  anniversary bonus referred to in Section 5.5, and (iii)\namounts payable as a result of Executive's death as provided\nfor  under  and in accordance with the Company's  insurance,\nsurvivors'  income  and other employee welfare  and  benefit\nplans,  if any, covering Executive.  Thereafter, the Company\nand  ATGS  shall have no further liability or obligation  to\nExecutive's  executors  or  administrators,  his  heirs  and\nassigns or any other person claiming under or through him.\n\n           \n           8.3.   With  Cause.  This Agreement  (except  for\n                  -----------\nSections  6,  7 and 8) may be terminated by the Company,  at\nany  time, for Cause.  In the event this Agreement is  \nterminated  by  the  Company pursuant to this  Section  8.3,  the\nCompany  shall,  or shall cause ATGS to,  pay  to  Executive\namounts  accrued as of the date of the termination  pursuant\nto  Section  5 of this Agreement but shall have  no  further\nliability  to  Executive pursuant to this Agreement  or  any\nperson  claiming under or through him.  Termination  by  the\nCompany for Cause shall mean Termination because of (i)  the\nExecutive's conviction for the commission of any act or acts\nconstituting a felony under the laws of the United States or\nany  state thereof, (ii) action by the Executive toward  the\nCompany  or ATGS involving dishonesty, (iii) the Executive's\nrefusal  to  abide  by or follow written directions  of  the\nCompany's Board, Chairman or President, (iv) the Executive's\ngross  nonfeasance which does not cease within ten  business\ndays  after notice regarding nonfeasance has been  given  to\nthe  Executive by the Company, (v) failure of the  Executive\nto  comply with the provisions of Section 6 or Section 7  of\nthis  Agreement,  or  (vi)  other  willful  conduct  by  the\nExecutive which is intended to have and does have a material\nadverse impact on the Company or ATGS.\n\n           8.4.   By Executive.  This Agreement (except  for\n                  ------------\nSections 6, 7 and 8) may be terminated by Executive, in  his\nsole discretion, at any time upon thirty days' prior written\nnotice.   In the event this Agreement is terminated  by  the\nExecutive  pursuant to this Section 8.4, the Company  shall,\nor shall cause ATGS to, pay to Executive all amounts accrued\nas  of the date of the termination pursuant to Section 5  of\nthis Agreement.  Thereafter, the Company and ATGS shall have\nno  further  liability or obligation to the  Executive,  the\nExecutive's  executors  or  administrators,  his  heirs  and\nassigns, or any other person claiming under or through him.\n\n           \n           8.5.  Without Cause.  This Agreement (except  for\n                 -------------\nSections 6, 7 and 8) may be terminated without Cause by  the\nCompany  at  any  time.   In  the event  this  Agreement  is\nterminated by the Company pursuant to this Section 8.5,  the\nCompany shall, or shall cause ATGS to, pay to Executive  (a)\nall  amounts accrued as of the date of the termination \npursuant  to Section 5 of this Agreement, (b) if such termination\noccurs  on or before September 21, 1997, the full amount  of\nthe  anniversary bonus referred to in Section 5.5,  and  (c)\nfor  a period of 12 months or, if less, the remainder of the\noriginal  Term  of  Employment,  an  amount  equal  to   the\nExecutive's  then  current monthly  base  salary;  provided,\n                                                   --------\nhowever, that such payments shall cease as of the date  when\n- -------\nExecutive becomes employed on a full-time basis by a person,\nfirm,  partnership or corporation other than the Company  or\nATGS.\n\n            \n            8.6.   By  Executive  for  Good  Reason.    This\n                   --------------------------------\nAgreement (except for Sections 6, 7 and 8) may be terminated\nby  the Executive for Good Reason at any time.  In the event\nthis  Agreement is terminated by Executive pursuant to  this\nSection 8.6, the Company shall, or shall cause ATGS to,  pay\nto  Executive (a) all amounts accrued as of the date of  the\ntermination pursuant to Section 5 of this Agreement, (b)  if\nsuch termination occurs on or before September 21, 1997, the\nfull  amount of the anniversary bonus referred to in Section\n5.5,  and  (c)  for a period of 12 months or, if  less,  the\nremainder  of  the  original Term of Employment,  an  amount\nequal  to the Executive's then current monthly base  salary;\nprovided, however, that such payments shall cease as of  the\n- --------  -------\ndate when Executive becomes employed on a full-time basis by\na  person, firm, partnership or corporation other  than  the\nCompany  or ATGS.  As used herein, 'Good Reason' shall  mean\n(i)  failure  to  re-elect Executive as  an  Executive  Vice\nPresident  (provided that such failure is not in  connection\nwith  a termination of Executive's employment hereunder  for\nCause),  or (ii) a material change in Executive's authority,\nfunctions,  duties or responsibilities as an Executive  Vice\nPresident  which  would  cause his  position  to  become  of\nsignificantly  less dignity, responsibility,  importance  or\nscope, or (iii) a failure of the Company to comply with  the\nprovisions of Section 5, after the Company shall  have  been\ngiven written notice and thirty days to cure.\n\n      \n      Section 9.  Arbitration.  Any controversy, dispute  or\n                  -----------\nclaim  arising out of or in connection with this  Agreement,\nor  the  breach,  termination or validity hereof,  shall  be\nsettled by final and binding arbitration to be conducted  by\nan arbitrator in New York, New York pursuant to the rules of\nthe  American  Arbitration Association.  The Office  of  the\nAmerican Arbitration Association in New York, New York shall\nmake  the  necessary appointment of such arbitrator pursuant\nto  the  rules  thereof.   The  decision  or  award  of  the\narbitrator  shall be final, and judgment upon such  decision\nor   award  may  be  entered  in  any  competent  court   or\napplication may be made to any competent court for  judicial\nacceptance  of  such  decision or  award  and  an  order  of\nenforcement.   In  the  event of any procedural  matter  not\ncovered  by the aforesaid rules, the procedural law  of  The\nState of New York shall govern.\n\n      \n      Section  10.  Contents of Agreement, Parties in  Interest,\n                    -------------------------------------------\nAssignment, etc.  This Agreement sets forth the entire\n- ----------------\nunderstanding  and  supersedes all  prior  agreements,  both\nwritten   and   oral,  between  the  parties   hereto.    No\nrepresentation, promise, inducement or statement  of  intent\nhas  been  made by any party to this Agreement to any  other\nparty  to  this  Agreement which is  not  embodied  in  this\nAgreement, and no party shall be bound by or liable for  any\nalleged representation, promise, inducement or statement  of\nintention  not embodied herein with respect to  the  subject\nmatter  hereof.   All  of the terms and provisions  of  this\nAgreement shall be binding upon and inure to the benefit  of\nand be enforceable by the respective heirs, representatives,\nsuccessors  and  assigns  of the parties  hereto;  provided,\nhowever,  that the duties and responsibilities of  Executive\nhereunder and any right to receive payments hereunder  shall\nneither  be assigned nor transferred in whole or in part  by\nExecutive.   The  Company agrees that it  will  require  any\nsuccessor   (including,  without  limitation,   by   merger,\noperation  of law, consolidation, assignment or purchase  of\nall  or  substantially all of the assets of the Company)  to\nassume expressly and agree to perform this Agreement.   This\nAgreement  shall not be amended except by written instrument\nduly executed by the Company and Executive.\n\n       \n       Section   11.    Severability.   The  invalidity   or\n                        ------------\nunenforceability  of  any  particular  provision   of   this\nAgreement shall not affect the other provisions hereof,  and\nthis Agreement shall be construed in all respects as if such\ninvalid or unenforceable provision were omitted.\n\n      \n      Section  12.  Governing Law.  This Agreement shall  be\n                    -------------\nconstrued and interpreted in accordance with the laws of the\nState  of New York relating to contracts to be performed  in\nthe State of New York.\n\n      \n      Section 13.  Notices.  All notices, consents,  waivers\n                   -------\nor  communications which are required or permitted hereunder\nshall  be  sufficient  if  given in  writing  and  delivered\npersonally  or  by  registered  or  certified  mail,  return\nreceipt  requested, postage prepaid, as follows (or to  such\nother addressee or address as shall be set forth in a notice\ngiven in the same manner):\n\n     \n     If to the Company:\n          \n          AnnTaylor, Inc.\n          \n          142 West 57th Street\n          \n          New York, New York  10019\n          \n          Attn:  General Counsel\n     \n     If to Executive:\n          \n          Mr. Dwight F. Meyer\n          \n          12 Woodside Avenue\n          \n          Westport, Connecticut  06880\n\nAll  such notices shall be deemed to have been given on  the\ndate delivered or mailed in the manner provided above.\n\n      \n      Section  14.  Waiver.  No purported waiver  of  either\n                    ------\nparty  of  any  default by the other party of  any  term  or\nprovision contained herein shall be deemed to be a waiver of\nsuch  term or provision unless the waiver is in writing  and\nsigned  by the waiving party.  No such waiver shall  in  any\nevent be deemed a waiver of any subsequent default under the\nsame or any other term or provision contained herein.\n\n      \n      Section  15.   Counterparts.  This  Agreement  may  be\n                     ------------\nexecuted in any number of counterparts, each of which  shall\nbe  deemed  an  original  but all of  which  shall  together\nconstitute but one instrument.\n       \n       Section  16.     Effectiveness.  This  Agreement   is\n                        -------------\nconditioned  upon and shall be of no force or effect  unless\nand  until  the  transactions contemplated by  the  Purchase\nAgreement have been consummated.\n       \n       Section   17.     Termination  of  Prior   Agreement.\n                         ----------------------------------\nExecutive hereby acknowledges that, upon the Starting  Date,\nthe  Employment Agreement, dated as of May 1, 1992 (the 'CAT\nAgreement'),  between Executive and CAT US,  Inc.  shall  be\nterminated   and  of  no  further  force  and  effect.    In\nconsideration  of the sum of $1,600,000 to be  paid  to  the\nExecutive  on  the Starting Date (less required  withholding\ntaxes, if any) Executive hereby releases the Company,  ATSC,\nCAT  US,  Inc.,  C.A.T. (Far East) Ltd. and  Cygne  Designs,\nInc.,  as of the Starting Date, from any and all liabilities\nand  obligations under the CAT Agreement, including, without\nlimitation, the obligations of Cygne Designs, Inc. under the\nGuaranty attached to the CAT Agreement.\n\n      The  parties have set their hands on the day and  year\nfirst above mentioned.\n\n                              \n                              ANNTAYLOR, INC.\n\n                              By:_____________________________\n                              \n                              Chairman and Chief Executive Officer\n\n                              EXECUTIVE\n\n                              ____________________________\n                              \n                              Dwight F. Meyer\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710],"corporate_contracts_industries":[9494],"corporate_contracts_types":[9539,9544],"class_list":["post-38927","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_industries-retail__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38927","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38927"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38927"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38927"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38927"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}