{"id":38930,"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-stores-corp-and-barry-erdos4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-anntaylor-stores-corp-and-barry-erdos4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-anntaylor-stores-corp-and-barry-erdos4.html","title":{"rendered":"Employment Agreement &#8211; AnnTaylor Stores Corp. and Barry Erdos"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n     EMPLOYMENT AGREEMENT (the \"Agreement\"),  effective as of March 7, 2001 (the\n\n\"Effective Date\"), between ANNTAYLOR STORES CORPORATION,  a Delaware corporation\n\n(the \"Company\"), and Barry Erdos (the \"Executive\").\n\n\n\n     WHEREAS,  the  Company  desires to provide  for the  continued  service and\n\nemployment  of the  Executive  with the  Company  and the  Executive  wishes  to\n\ncontinue to perform  services for the Company,  all in accordance with the terms\n\nand conditions provided herein;\n\n\n\n     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  respective\n\ncovenants and  agreements of the parties herein  contained,  and intending to be\n\nlegally bound hereby, the parties hereto agree as follows:\n\n\n\n     1.  Employment.  The  Company  hereby  agrees to  continue  to  employ  the\n         ----------\nExecutive,  and the Executive hereby agrees to continue to serve the Company, on\n\nthe terms and conditions set forth herein.\n\n\n\n     2. Term.  The term of employment of the Executive by the Company  hereunder\n        ----\n(the \"Term\") will  commence as of the  Effective  Date and will end on the third\n\nanniversary of the Effective  Date;  provided,  however,  that commencing on the\n\nthird  anniversary of the Effective Date, and each such anniversary  thereafter,\n\nthe term of the Executive's  employment shall  automatically be extended for one\n\n(1) additional year,  unless,  no later than 90 days prior to such  anniversary,\n\neither  party  shall  have  given  notice to the other  that it does not wish to\n\nextend  the  Term of this  Agreement  (such  notice,  a  \"Non-Renewal  Notice\").\n\nNotwithstanding expiration of the Term or other provisions that survive by their\n\nintent, the provisions of Sections 4, 7 and 8 hereof shall continue in effect.\n\n\n\n     3. Position and Duties.  The Executive shall serve as Senior Executive Vice\n        -------------------\nPresident  and Chief  Operating  Officer  of the  Company  and  shall  have such\n\nresponsibilities,  duties and authority  consistent  with such  positions as may\n\nfrom time to time be  determined  by the Board of  Directors of the Company (the\n\n\"Board\").  The  Executive  shall  report  directly  to the  Chairman  and  Chief\n\nExecutive Officer (the \"CEO\").  The Executive shall devote  substantially all of\n\nhis working time and efforts to the business and affairs of the Company.\n\n\n\n     4.  Indemnification.  To  the  fullest  extent  permitted  by law  and  the\n         ---------------\nCompany's  certificate of incorporation and by-laws, the Company shall indemnify\n\n\n\n\n================================================================================\n2\n\n\nthe Executive for all amounts (including, without limitation,  judgments, fines,\n\nsettlement payments,  losses,  damages, costs and expenses (including reasonable\n\nattorneys'  fees))  incurred or paid by the  Executive  in  connection  with any\n\naction,  proceeding,  suit or  investigation  arising  out of or relating to the\n\nperformance  by the  Executive of services  for, or acting as a fiduciary of any\n\nemployee  benefit  plans,  programs  or  arrangements  of  the  Company  or as a\n\ndirector, officer or employee of, the Company or any subsidiary thereof.\n\n\n\n     5. Compensation and Related Matters.\n        ---------------------------------\n\n               (a)  Annual Compensation.\n\n\n                    (i)  Base  Salary.  Commencing  on the  Effective  Date  and\n                         ------------\n                         continuing   during  the  period  of  the   Executive's\n\n                         employment  hereunder,  the  Company  shall  pay to the\n\n                         Executive an annual base salary at a rate not less than\n\n                         $525,000, such salary to be paid in conformity with the\n\n                         Company's policies relating to salaried employees. This\n\n                         salary  may be (but is not  required  to be)  increased\n\n                         from time to time,  subject to and in  accordance  with\n\n                         the annual executive  performance  review procedures of\n\n                         the Company.\n\n\n\n                    (ii) Annual  Bonus.  Commencing  on the  Effective  Date and\n                         -------------\n                         continuing during the period of Executive's  employment\n\n                         hereunder,   the   Executive   shall  be   eligible  to\n\n                         participate  in the  Company's  annual bonus plan as in\n\n                         effect  from  time to time,  and shall be  entitled  to\n\n                         receive such amounts (a \"Bonus\") as may be  authorized,\n\n                         declared and paid by the Company  pursuant to the terms\n\n                         of  such  plan.  The  Company  currently   maintains  a\n\n                         Management    Performance    Compensation   Plan   (the\n\n                         \"Performance   Plan\")   pursuant   to   which  it  pays\n\n                         performance  bonus   compensation  to  certain  of  its\n\n                         executives  and  employees.   It  is  agreed  that  the\n\n                         Executive  shall  participate in the  Performance  Plan\n\n                         effective as of the Effective  Date.  This  Executive's\n\n                         Performance  Percentage (as that term is defined in the\n\n                         Performance Plan) shall be established at 60% per annum\n\n                         during the Term.  Executive  shall also  participate in\n\n                         the  Long  Term  Cash   Incentive   Compensation   Plan\n\n                         currently  maintained  by the  Company,  and his Target\n\n                         Award (as defined in such plan) shall be 40%.\n\n\n\n               (b)  Stock  Option.  As of the  Effective  Date the Executive has\n                    -------------\n                    been  granted a  ten-year  non-qualified  option to  acquire\n\n                    75,000  shares of  common  stock of the  Company  (\"Shares\")\n\n                    pursuant to the  Company's  Amended and Restated  1992 Stock\n\n                    Option and  Restricted  Stock Plan (the  \"1992  Plan\").  The\n\n\n================================================================================\n3\n                    option  price  per Share  shall be equal to the Fair  Market\n\n                    Value  (as  defined  in the 1992  Plan) of a Share as of the\n\n                    Effective  Date.  The option shall become  exercisable  with\n\n                    respect to one-fourth of the Shares subject  thereto on each\n\n                    of the  first  four  anniversaries  of the  Effective  Date,\n\n                    provided Executive has remained continuously employed by the\n\n                    Company  until the  applicable  date  (except as provided in\n\n                    Section 6(e)(vi) hereof). The option granted hereunder shall\n\n                    contain such other terms and  conditions as are set forth in\n\n                    the Company's standard stock option agreements applicable to\n\n                    such  option,  including,  but not limited  to,  accelerated\n\n                    exercisability  upon the  occurrence of a Change in Control,\n\n                    which shall have the same meaning as the term  \"Acceleration\n\n                    Event,\" as defined in the 1992 Plan (a \"Change in Control\").\n\n\n\n               (c)  Restricted  Stock. As of the Effective  Date,  Executive has\n                    -----------------\n                    been granted 25,000 restricted shares of common stock of the\n\n                    Company (the \"Restricted Shares\") pursuant to the 1992 Plan.\n\n                    One-fourth  of the  Restricted  Shares shall vest on, and be\n\n                    delivered to the Executive promptly  following,  each of the\n\n                    first four anniversaries of the Effective Date, provided the\n\n                    Executive has remained  continuously employed by the Company\n\n                    until the  applicable  date  (except as  provided in Section\n\n                    6(e)(v)   hereof).   Notwithstanding   the  foregoing,   any\n\n                    outstanding Restricted Shares shall become fully vested on a\n\n                    Change in Control.\n\n\n   \n               (d)  Other  Benefits.   Commencing  on  the  Effective  Date  and\n                    ---------------\n                    continuing  during  the  period  of  Executive's  employment\n\n                    hereunder, the Executive shall be entitled to participate in\n\n                    all other employee benefit plans,  programs and arrangements\n\n                    of the Company,  as now or hereinafter in effect,  which are\n\n                    applicable  to the Company's  employees  generally or to its\n\n                    executive officers,  as the case may be, subject to and on a\n\n                    basis  consistent  with the terms,  conditions  and  overall\n\n                    administration  of such plans,  programs  and  arrangements;\n\n                    provided,  however,  that Executive  acknowledges and agrees\n\n                    that his  participation in the Company's  Special  Severance\n\n                    Plan shall cease as of the Effective Date. During the period\n\n                    of Executive's employment hereunder,  the Executive shall be\n\n                    entitled to participate  in and receive any fringe  benefits\n\n                    or perquisites  which may become  available to the Company's\n\n                    executive employees.\n\n\n\n               (e)  Vacations and Other Leaves.  The Executive shall be entitled\n                    --------------------------\n                    to four (4) weeks vacation per year and to paid holidays and\n\n                    personal leave days determined in accordance with applicable\n\n                    Company plans and policies.\n\n\n\n               (f)  Expenses.  During the period of the  Executive's  employment\n                    --------\n                    hereunder, the Executive shall be entitled to receive prompt\n\n                    reimbursement  for all  reasonable  and  customary  expenses\n\n\n\n================================================================================\n4\n\n\n                    incurred by the Executive in performing  services hereunder,\n\n                    including  all expenses of travel and  accommodations  while\n\n                    away from home on  business  or at the request of and in the\n\n                    service of the Company;  provided  that,  such  expenses are\n\n                    incurred and accounted  for in accordance  with the policies\n\n                    and procedures established by the Company.\n\n\n\n     6. Termination.  (a) The Executive's employment hereunder may be terminated\n        -----------\nwithout breach of this Agreement only under the following circumstances:\n\n\n\n                    (i)  Death.  The  Executive's   employment  hereunder  shall\n                         -----\n                         terminate upon his death.\n\n\n\n                    (ii) Cause.   The  Company  may  terminate  the  Executive's\n                         -----\n                         employment  hereunder for \"Cause\". For purposes of this\n\n                         Agreement,  the Company shall have \"Cause\" to terminate\n\n                         the Executive's  employment  hereunder upon the (1) the\n\n                         Executive's  conviction for the commission of an act or\n\n                         acts constituting a felony under the laws of the United\n\n                         States  or  any  state  thereof,   (2)  action  by  the\n\n                         Executive toward the Company involving dishonesty,  (3)\n\n                         the   Executive's   refusal   to  abide  by  or  follow\n\n                         reasonable  written directions of the Board or the CEO,\n\n                         which  does not cease  within  ten (10)  business  days\n\n                         after such written  notice  regarding  such refusal has\n\n                         been  give to the  Executive  by the  Company,  (4) the\n\n                         Executive's  gross  nonfeasance  which  does not  cease\n\n                         within ten (10)  business  days after notice  regarding\n\n                         such  nonfeasance has been give to the Executive by the\n\n                         Company or (5) failure of the  Executive to comply with\n\n                         the provisions of Section 7 or 8 of this Agreement,  or\n\n                         other  willful   conduct  by  the  Executive  which  is\n\n                         intended  to have  and  does  have a  material  adverse\n\n                         impact on the Company.\n\n\n\n\n                    (iii)Disability.   If,  as  a  result  of  the   Executive's\n                         ----------\n                         incapacity  due to  physical  or  mental  illness,  the\n\n                         Executive  shall  have  been  absent  from  his  duties\n\n                         hereunder on a full-time basis for the entire period of\n\n                         six (6) consecutive months, and within thirty (30) days\n\n                         after  written  Notice of  Termination  (as  defined in\n\n                         Section 6(b) below) is given (which may occur before or\n\n                         after the end of such six (6) month  period)  shall not\n\n                         have  returned  to  the   performance   of  his  duties\n\n                         hereunder  on  a  full-time   basis,   the  Executive's\n\n                         employment hereunder shall terminate for \"Disability\".\n\n\n\n                    (iv) Termination  by  the   Executive.   The  Executive  may\n                         -----------\n                         terminate his  employment  hereunder for \"Good Reason\".\n================================================================================\n5\n\n                         For purposes of this  Agreement,  the  Executive  shall\n\n                         have  \"Good   Reason\"  to  terminate   his   employment\n\n                         hereunder  (1) upon a failure by the  Company to comply\n\n                         with any material provision of this Agreement which has\n\n                         not been  cured  within  ten (10)  business  days after\n\n                         notice  of such  noncompliance  has  been  given by the\n\n                         Executive  to  the  Company,  (2)  upon  action  by the\n\n                         Company  resulting in a diminution  of the  Executive's\n\n                         title or authority or (3) upon the Company's relocation\n\n                         of  the  Executive's   principal  place  of  employment\n\n                         outside of the New York City metropolitan  area, or (4)\n\n                         one year after a Change in Control.\n\n\n\n          (b)  Notice  of  Termination.   Any  termination  of  the  Executive's\n               ------------------------\n               employment  by  the  Company  or by  the  Executive  (other  than\n\n               termination  under Section  6(a)(i) hereof) shall be communicated\n\n               by written  Notice of  Termination  to the other party  hereto in\n\n               accordance   with  Section  10  hereof.   For  purposes  of  this\n\n               Agreement,  a \"Notice of  Termination\"  shall mean a notice which\n\n               shall  indicate  the  specific  termination   provision  in  this\n\n               Agreement  relied upon and shall set forth in  reasonable  detail\n\n               the  fact  and  circumstances  claimed  to  provide  a basis  for\n\n               termination of the Executive's  employment under the provision so\n\n               indicated.\n\n\n\n          (c)  Date of Termination.  \"Date of Termination\" shall mean (i) if the\n               -------------------\n               Executive's  employment is  terminated by his death,  the date of\n\n               his  death,  (ii) in the event  that the Term  shall  expire as a\n\n               result of a  Non-Renewal  Notice  provided  by the Company to the\n\n               Executive,  the date of the  expiration  of the Term and (iii) in\n\n               each other case, the date specified in the Notice of Termination;\n\n               provided  that,  if within  thirty  (30) days after any Notice of\n\n               Termination   is  given  the  party   receiving  such  Notice  of\n\n               Termination  notifies  the  other  party  that a  dispute  exists\n\n               concerning the termination,  the Date of Termination shall be the\n\n               date on which the dispute is finally determined, either by mutual\n\n               written  agreement  of the  parties  or by a  binding  and  final\n\n               arbitration award.\n\n\n\n          (d)  Termination  Upon  Death;   Disability;   for  Cause;   Voluntary\n               -----------------------------------------------------------------\n               Termination  other  than  for  Good  Reason.  If the  Executive's\n               -------------------------------------------\n               employment  is  terminated  by  reason  of  Executive's  death or\n\n               Disability,  by the  Company  for  Cause  or  voluntarily  by the\n\n               Executive other than for Good Reason,  the Company shall, as soon\n\n               as practicable  after the Date of Termination,  pay the Executive\n\n               all unpaid amounts, if any, to which the Executive is entitled as\n\n               of the Date of  Termination  under  Section 5(a) hereof and shall\n\n               pay to  the  Executive,  in  accordance  with  the  terms  of the\n\n               applicable  plan or program,  all other  unpaid  amounts to which\n\n               Executive is then entitled under any compensation or benefit plan\n\n               or program of the Company (collectively,  \"Accrued Obligations\");\n\n               upon such payment,  the Company shall have no further obligations\n\n               to the Executive under this Agreement.\n\n\n================================================================================\n6\n\n               (e)  Termination  Without  Cause;  Termination  for Good  Reason;\n                    ---------------------------   -----------------------------\n                    Non-Renewal.  If the Company shall terminate the Executive's\n                    -----------\n                    employment  other  than  for  Cause or the  Executive  shall\n\n                    terminate his  employment  for Good Reason or the Term shall\n\n                    expire as a result of a Non-Renewal  Notice  provided by the\n\n                    Company to the Executive,  then,  subject to compliance with\n\n                    the provisions of Sections 7 and 8 hereof:\n\n\n\n                    (i)  the  Company  shall  pay to the  Executive,  as soon as\n\n                         practicable after the Date of Termination,  the Accrued\n\n                         Obligations;\n\n\n\n                    (ii) (A) unless clause (B) below applies, then following the\n\n                         Date of  Termination  and for the longer of twelve (12)\n\n                         months  thereafter  or the  balance  of the  Term,  the\n\n                         Company shall pay to the  Executive  monthly an amount,\n\n                         (\"Severance  Payments\")  equal to the  quotient  of the\n\n                         Executive's annual base salary at the rate in effect as\n\n                         of the Date of Termination (the \"Base Salary\"), divided\n\n                         by the number twelve (12) (minus any amounts payable to\n\n                         the  Executive  during any such  month as a  disability\n\n                         benefit under a Company paid plan), or (B) in the event\n\n                         the Date of Termination occurs on or following a Change\n\n                         in Control,  then,  within five (5) days after the Date\n\n                         of Termination,  the Company shall pay to the Executive\n\n                         in a lump sum an amount equal to the product of (X) the\n\n                         sum of the  Executive's  Base Salary and the average of\n\n                         the annual bonuses earned by the Executive in the three\n\n                         fiscal years of the Company ended  immediately prior to\n\n                         the Date of  Termination  (or, if higher,  in the three\n\n                         fiscal years of the Company ended  immediately prior to\n\n                         the  Change  in  Control)  multiplied  by (Y)  two  and\n\n                         one-half (2-1\/2). For purposes of this subsection (ii):\n\n                         (I) if the  Date of  Termination  occurs  prior  to the\n\n                         occurrence  of a  Change  in  Control  but  during  the\n\n                         pendency   of  a   Potential   Change  in  Control  (as\n\n                         hereinafter defined), such Date of Termination shall be\n\n                         deemed to have  occurred  following a Change in Control\n\n                         and  (II) a  \"Potential  Change  in  Control\"  shall be\n\n                         deemed to have  occurred  if the event set forth in any\n\n                         one of the following clauses shall have occurred:\n\n\n\n          (1)  the Company enters into an agreement,  the  consummation of which\n\n               would result in the occurrence of a Change in Control;\n\n\n\n          (2)  the Company or any person (as  defined in Section  3(a)(9) of the\n\n               Securities Exchange Act of 1934, as amended (the \"Exchange Act\"),\n\n               as  modified  and used in  Sections  13(d) and 14(d)  thereof  (a\n\n               \"Person\"),  except  that such  term  shall  not  include  (i) the\n================================================================================\n7\n\n               Company  or any of its  subsidiaries,  (ii) a  trustee  or  other\n\n               fiduciary  holding  securities  under an employee benefit plan of\n\n               the  Company  or any  of its  affiliates,  (iii)  an  underwriter\n\n               temporarily  holding  securities  pursuant to an offering of such\n\n               securities,  or (iv) a corporation owned, directly or indirectly,\n\n               by the  stockholders  of the  Company in  substantially  the same\n\n               proportions as their ownership of stock of the Company)  publicly\n\n               announces  an  intention  to take or to consider  taking  actions\n\n               which, if consummated, would constitute a Change in Control;\n\n\n\n          (3)  any Person becomes the beneficial owner (as defined in Rule 13d-3\n\n               under the Exchange Act), directly or indirectly, of securities of\n\n               the  Company  representing  15% of or more  of  either  the  then\n\n               outstanding shares of common stock of the Company or the combined\n\n\n               voting power of the Company's then  outstanding  securities  (not\n\n               including in the securities beneficially owned by such Person any\n\n               securities acquired directly from the Company); or\n\n\n\n          (4)  the Board adopts a resolution to the effect that, for purposes of\n\n               this subsection (ii), a Potential Change in Control has occurred.\n\n\n\nFor  purposes  of this  Agreement,  the period  during or with  respect to which\n\nExecutive  is  entitled  to receive  payments  hereunder  is  referred to as the\n\n\"Severance Period\";\n================================================================================\n8\n\n                    (iii)the  Company  shall pay to the  Executive,  at the same\n\n                         time as bonuses are paid to other Company executives, a\n\n                         Bonus with  respect to the fiscal year in which  occurs\n\n                         the Date of  Termination,  such  Bonus to be based upon\n\n                         actual  performance  for such fiscal year and pro rated\n\n                         to  reflect  the  number  of days in such  fiscal  year\n\n                         through and including the Date of Termination; and\n\n\n\n                    (iv) the  Executive  shall  continue to be provided  for the\n\n                         duration of the Severance  Period with the same medical\n\n                         and life  insurance  coverage  as  existed  immediately\n\n                         prior to the Notice of Termination;  provided, however,\n\n                         that  benefits  otherwise  receivable  by the Executive\n\n                         pursuant to this Section  6(e)(iv)  shall be reduced to\n\n                         the extent that  benefits of the same type are received\n\n                         by or  made  available  to  the  Executive  during  the\n\n                         Severance Period (and any such benefits  received by or\n\n                         made  available to the  Executive  shall be reported to\n\n                         the Company by the Executive);\n\n\n\n                    (v)  any  outstanding  Restricted  Shares shall become fully\n\n                         vested;\n\n\n\n\n                    (vi) in the event that the Date of Termination  occurs prior\n\n                         to a Change  in  Control,  then  (x)  each  outstanding\n\n                         Option shall vest and become  exercisable in accordance\n\n                         with the  schedule  set forth in Section 5(b) hereof as\n\n                         if no  termination  of  employment  occurred  and  such\n\n                         Option shall  terminate 90 days after the expiration of\n\n                         the Severance Period;\n\n\n\n                    (vii)in the event that the Date of Termination  occurs on or\n\n                         after a Change in Control, then each outstanding Option\n\n                         which  became  vested  upon such  Change in  Control in\n\n                         accordance  with  the  terms of  Sections  5(b) and (c)\n\n                         hereof shall  terminate 90 days after the expiration of\n\n                         the Severance Period.\n\n\n\n     (f)  Gross-Up Payment. In the event that any payment or benefit received or\n          ----------------\n          to be received by the Executive in connection with a Change in Control\n\n          or  the  termination  of  the  Executive's  employment,  whether  such\n\n          payments  or  benefits  are  received  pursuant  to the  terms of this\n\n          Agreement  or any  other  plan,  arrangement  or  agreement  with  the\n\n          Company, any person whose actions result in a Change in Control or any\n\n          person  affiliated  with the Company or such person (all such payments\n\n          and benefits  being  hereinafter  called \"Total  Payments\"),  would be\n\n          subject  (in whole or part),  to the tax (the  \"Excise  Tax\")  imposed\n\n          under  Section 4999 of the Internal  Revenue Code of 1986,  as amended\n\n          (the \"Code\"),  the Company shall pay to the Executive such  additional\n\n================================================================================\n 9\n\n          amounts  (the  \"Gross-Up  Payment\")  as may be  necessary to place the\n\n          Executive in the same after-tax position as if no portion of the Total\n\n          Payments  had been  subject to the Excise  Tax.  In the event that the\n\n          Excise Tax is subsequently determined to be less than the amount taken\n\n          into account hereunder,  the Executive shall repay to the Company,  at\n\n          the time that the  amount of such  reduction  in Excise Tax is finally\n\n          determined , the portion of the Gross-Up Payment  attributable to such\n\n          reduction (plus that portion of the Gross-Up  Payment  attributable to\n\n          the Excise Tax and federal,  state and local income tax imposed on the\n\n          Gross-Up Payment being repaid by the Executive to the extent that such\n\n          repayment results in a reduction in Excise Tax and\/or a federal, state\n\n          or local  income tax  deduction)  plus  interest on the amount of such\n\n          repayment at the rate provided in Section  1274(b)(2)(B)  of the Code.\n\n          In the event that the Excise  Tax is  determined  to exceed the amount\n\n          taken into account  hereunder  (including by reason of any payment the\n\n          existence or amount of which cannot be  determined  at the time of the\n\n          Gross-Up  Payment),  the  Company  shall make an  additional  Gross-Up\n\n          Payment in respect of such excess  (plus any  interest,  penalties  or\n\n          additions payable by the Executive with respect to such excess) at the\n\n          time  that the  amount  of such  excess  is  finally  determined.  The\n\n          Executive and the Company  shall each  reasonably  cooperate  with the\n\n          other in connection with any  administrative  or judicial  proceedings\n\n          concerning  the  existence or amount of liability  for Excise Tax with\n\n          respect to the Total Payments.\n\n\n\n               7. Nonsolicitation; Noncompete.\n                  ----------------------------\n\n\n\n                    (a)  Subject to (c) below,  during the period of Executive's\n\n                         employment, during the period he is receiving Severance\n\n                         Payments   hereunder   and,   in  the  case  where  the\n\n                         Executive's  employment  is  terminated  for  Cause  or\n\n                         executive voluntarily terminates his employment without\n\n                         Good  Reason,  for  a  period  of  twelve  (12)  months\n\n                         following  such  termination,  the Executive  shall not\n\n                         initiate  discussions  with any  person  who is then an\n\n                         executive employee of the Company (i.e., director level\n\n                         or above)  with the intent of  soliciting  or  inducing\n\n                         such person to leave his or her employment, with a view\n\n                         toward  joining  the  Executive  in the  pursuit of any\n\n                         business   activity   (whether  or  not  such  activity\n\n                         involves  engaging or  participating  in a  Competitive\n\n                         Business, as defined below).  Notwithstanding and other\n\n                         provision  of this  Agreement to the  contrary,  in the\n\n                         event  Executive  fails to  comply  with the  preceding\n\n                         sentence, all rights of the Executive and his surviving\n\n                         spouse or other  beneficiary  hereunder  to any  future\n\n                         Severance Payments,  Bonus Payments and continuing life\n\n                         insurance  and  medical  coverage  and all rights  with\n\n                         respect to restricted stock and exercisability of stock\n\n                         options  shall  be  forfeited;   provided   that,   the\n                                                          --------   ----\n                         foregoing shall not apply if such failure of compliance\n\n                         commences following a Change in Control.\n\n================================================================================\n 10\n\n                    (b)  Subject to (c) below, for as long as Executive receives\n\n                         Severance   Payments,   or  in  the  case   where   the\n\n                         Executive's  employment  is  terminated  for  Cause  or\n\n                         executive voluntarily terminates his employment without\n\n                         Good  Reason,  for  a  period  of  twelve  (12)  months\n\n                         following  such   termination,   Executive  shall  not,\n\n                         without the prior written consent of the Company (which\n\n                         consent shall not be unreasonably withheld),  engage or\n\n                         participate in any business  which is \"in  competition\"\n\n                         (as defined  below) with the business of the Company or\n\n                         any of its 50% or more owned  affiliates (such business\n\n                         being referred to herein as a \"Competitive  Business\").\n\n                         Notwithstanding  any other  provision of this Agreement\n\n                         to the contrary,  in the event the  Executive  fails to\n\n                         comply with the preceding  sentence,  all rights of the\n\n                         Executive and his surviving spouse or other beneficiary\n\n                         hereunder  to  any  future  Severance  Payments,  Bonus\n\n                         Payments  and  continuing  life  insurance  and medical\n\n                         coverage  and all rights  with  respect  to  restricted\n\n                         stock  and  exercisability  of stock  options  shall be\n\n                         forfeited; provided that, the foregoing shall not apply\n\n                         if such  failure of  compliance  commences  following a\n\n                         Change in Control.\n\n\n\n                    (c)  In the event of a violation of paragraphs  7(a) or 7(b)\n\n                         hereof, the remedies of the Company shall be limited to\n\n                         (i) if such  violation  occurs  during  the  period  of\n\n                         Executive's  employment  hereunder,  termination of the\n\n                         Executive  for Cause and the  associated  rights of the\n\n                         Company  specified  herein  resulting  therefrom,  (ii)\n\n                         regardless of when such violation occurs, forfeiture by\n\n                         the  Executive  of the  payments,  benefits  and  other\n\n                         rights set forth in paragraphs (a) and (b) above if and\n\n                         to the extent  provided in such  paragraphs,  and (iii)\n\n                         the right to seek injunctive  relief in accordance with\n\n                         and to the extent provided in Section 14 hereof.\n\n\n\n                    (d)  For   purposes   hereof,   a   business   will  be  \"in\n\n                         competition\"  with the  business  of the Company or its\n\n                         50% or  more  owned  affiliates  if (i)  the  Company's\n\n                         business  with  which  the  other   business   competes\n\n                         accounted for 20% or more of the Company's consolidated\n\n                         revenues as of the end of its most  recently  completed\n\n                         fiscal year prior to the Date of Termination,  and (ii)\n\n                         the entity (including all 50% or more owned affiliates)\n\n                         through which the other business is or will be operated\n\n                         maintains a \"women's  apparel\" business which generated\n\n                         at least $50  million  in revenue  during the  entity's\n\n                         most recently  completed fiscal year ended prior to the\n\n                         date the Executive  commences (or proposes to commence)\n\n                         to engage or  participate  in the other  business.  For\n\n                         purposes  hereof,  \"women's  apparel\"  shall consist of\n\n                         dresses,  jackets,  pants, skirts,  blouses,  sweaters,\n\n                         T-shirts, outerwear, footwear and accessories.\n\n\n\n\n                    (e)  Notwithstanding the foregoing, the Executive's engaging\n\n                         in the following  activities  shall not be construed as\n\n\n================================================================================\n11\n\n                         engaging or  participating  in a Competitive  Business:\n\n                         (i) investment banking;  (ii) passive ownership of less\n\n                         than 2% of any class of securities of a public company;\n\n                         (iii)  engaging  or  participating  in   noncompetitive\n\n                         businesses  of an entity which also operates a business\n\n                         which  is \"in  competition\"  with the  business  of the\n\n                         Company or its  affiliates;  (iv) serving as an outside\n\n                         director of an entity which  operates a business  which\n\n                         is \"in competition\" with the business of the Company or\n\n                         its  affiliates,  so  long  as  such  business  did not\n\n                         account for 10% or more of the consolidated revenues of\n\n                         such  entity  as  of  the  end  of  its  most  recently\n\n                         completed  fiscal  year  prior  to the  date  Executive\n\n                         commences  (or  proposes  to  commence)  serving  as an\n\n                         outside director;  (v) engaging in a business involving\n\n                         licensing  arrangements so long as such business is not\n\n                         an in-house arrangement for any entity \"in competition\"\n\n                         with the  business  of the  Company or its  affiliates;\n\n                         (vi) affiliation  with an advertising  agency and (vii)\n\n                         after    cessation   of    employment,    engaging   or\n\n                         participating  in the  \"wholesale\"  side of the women's\n\n                         apparel business,  which for purposes hereof shall mean\n\n                         the  design,  manufacture  and sale of piece  goods and\n\n                         women's  apparel to unrelated  third parties,  provided\n\n                         that if the entity for which the  Executive  so engages\n\n                         or  participates   (including  its   affiliates)   also\n\n                         conducts  a  retail  women's  apparel  business,   then\n\n                         effective    upon   the    Executive's    engaging   or\n\n                         participating  in such business,  all  continuing  life\n\n                         insurance and medical coverage  provided by the Company\n\n                         shall  cease and all  Severance  Payments  shall  cease\n\n                         except for amounts  representing the excess (if any) of\n\n                         the  Executive's  annual base salary  hereunder (at the\n\n                         rate in effect as of the Date of Termination)  over the\n\n                         executive's  base salary  received from such entity and\n\n                         its affiliates, which amounts shall continue to be paid\n\n                         by the  Company  for  the  remainder  of the  Severance\n\n                         Period. The exceptions  contained in subparagraph (vii)\n\n                         above  and  subparagraph  (iii)  above  to  the  extent\n\n                         covered by  subparagraph  (vii) shall not be applicable\n\n                         if the Executive's cessation of employment is voluntary\n\n                         by the  Executive  without  Good  Reason  and  his  new\n\n                         engagement  of   participation   involves   \"wholesale\"\n\n                         operations  which include or also conduct  retail sales\n\n                         of  women's   apparel  other  than  factory  outlet  or\n\n                         discount stores to liquidate  unsold women's apparel of\n\n                         such wholesale operations.\n\n\n\n     8. Protection of Confidential Information.\n        ---------------------------------------\n\n\n               (a)  Executive  acknowledges  that his  employment by the Company\n\n                    will,  throughout  the Term of this  Agreement,  involve him\n\n                    obtaining  knowledge of confidential  information  regarding\n\n                    the business and affairs of the Company.  In  recognition of\n\n                    the foregoing, the Executive covenants and agrees:\n\n\n\n\n                    (i)  that, except in compliance with legal process,  he will\n\n                         keep  secret all  confidential  matters of the  Company\n\n                         which are not  otherwise in the public  domain and will\n\n                         not  intentionally  disclose them to anyone  outside of\n\n\n================================================================================\n12\n\n                         the Company,  wherever  located (other than to a person\n\n                         to  whom   disclosure   is   reasonably   necessary  or\n\n                         appropriate  in  connection  with  the  performance  by\n\n                         Executive of his duties as an executive  officer of the\n\n                         Company),  either during or after the Term, except with\n\n                         the  prior  written  consent  of the  Board or a person\n\n                         authorized thereby; and\n\n\n\n                    (ii) that  he  will  deliver  promptly  to  the  Company  on\n\n                         termination of his employment, or at any other time the\n\n                         Company may so request, all memoranda,  notes, records,\n\n                         customer  lists,  reports and other  documents (and all\n\n                         copies thereof) relating to the business of the Company\n\n                         which he  obtained  while  employed  by,  or  otherwise\n\n                         serving or acting on behalf of, the  Company  and which\n\n                         he may then possess or have under his control.\n\n\n\n               (b)  Notwithstanding   the  provisions  of  Section  14  of  this\n\n                    Agreement,   if  the  Executive  commits  a  breach  of  the\n\n                    provisions  of Section  8(a)(i) or 8(a)  (ii),  the  Company\n\n                    shall  have the  right and  remedy  to have such  provisions\n\n                    specifically   enforced   by   any   court   having   equity\n\n                    jurisdiction, it being acknowledged and agreed that any such\n\n                    breach or threatened breach will cause irreparable injury to\n\n                    the  Company  and that  money  damages  will not  provide an\n\n                    adequate remedy to the Company.\n\n\n\n     9. Successors; Binding Agreement.\n        -----------------------------\n         \n\n               (a)  Neither this  Agreement  nor any rights  hereunder  shall be\n\n                    assignable  or  otherwise  subject to  hypothecation  by the\n\n                    Executive  (except  by will or by  operation  of the laws of\n\n                    intestate  succession)  or by the  Company,  except that the\n\n                    Company  will  require  any  successor  (whether  direct  or\n\n                    indirect, by purchase,  merger,  consolidation or otherwise)\n\n                    to all or substantially all of the business and\/or assets of\n\n                    the Company,  by agreement in form and substance  reasonably\n\n                    satisfactory to the Executive, to expressly assume and agree\n\n                    to perform this Agreement in the same manner and to the same\n\n                    extent that the  Company  would be required to perform it if\n\n                    no  such  succession  had  taken  place.  As  used  in  this\n\n                    Agreement,  \"Company\" shall mean the Company a herein before\n\n                    defined and any  successor to its business  and\/or assets as\n\n                    aforesaid which executes and delivers the agreement provided\n\n                    for in this Section 9 or which  otherwise  becomes  bound by\n\n                    all the terms and  provisions of this Agreement by operation\n\n                    of law.\n\n\n\n               (b)  This  Agreement  and all rights of the  Executive  hereunder\n\n                    shall  inure to the  benefit  of and be  enforceable  by the\n\n================================================================================\n\n13\n\n                    Executive's  personal or legal  representatives,  executors,\n\n                    administrators,  successors,  heirs, distributees,  devisees\n\n                    and legatees.  If the Executive should die while any amounts\n\n                    would still be payable to his  hereunder if he had continued\n\n                    to live, all such amounts, unless otherwise provided herein,\n\n                    shall be paid in accordance with the terms of this Agreement\n\n                    to the Executive's  devisee,  legatee, or other designee or,\n\n                    if there be no such designee, to the Executive's estate.\n\n\n\n     10. Notice.  For the purposes of this Agreement,  notices,  demands and all\n         ------\nother  communications  provided  for in this  Agreement  shall be in writing and\n\nshall be deemed to have been duly given  when  delivered  or  (unless  otherwise\n\nspecified)  mailed by United States certified or registered mail, return receipt\n\nrequested, postage prepaid, addressed as follows:\n\n\n\nIf to the Company:\n\n                  AnnTaylor Stores Corporation\n                  142 West 57th Street\n                  New York, New York  10019\n                  Attn:  General Counsel\n\n\n\nIf to the Executive:\n\n\n                  Barry Erdos\n                  48 East 13th Street\n                  New York, NY\n                  10003\n\n\nor to such other address as any party may have furnished to the\n\nother in writing in accordance herewith, except that notices of\n\nchange of address shall be effective only upon receipt.\n\n\n\n\n\n     11. Miscellaneous.  No provisions of this Agreement may be modified, waived\n         -------------\nor  discharged  unless such  waiver,  modification  or discharge is agreed to in\n\nwriting  signed by the  Executive  and such  officer  of the  Company  as may be\n\nspecifically  designated  by the Board.  No waiver by either party hereto at any\n\ntime of any  breach by the  other  party  hereto  of, or  compliance  with,  any\n\ncondition  or  provision  of this  Agreement to be performed by such other party\n\nshall be deemed a waiver of similar or  dissimilar  provisions  or conditions at\n\nthe same or at any prior or subsequent  time. No agreements or  representations,\n\noral or otherwise, express or implied, with respect to the subject matter hereof\n\nhave been made either party which are not set forth expressly in this Agreement.\n\nThe validity,  interpretation,  construction  and  performance of this Agreement\n\n================================================================================\n14\n\nshall be  governed  by the laws of the state of New York  without  regard to its\n\nconflicts  of law  principles.  All  payments  hereunder  shall  be  subject  to\n\napplicable Federal, State and local tax withholding requirements.\n\n\n\n\n     12.  Validity.  The  invalidity  or  unenforceability  of any  provision or\n          --------\nprovisions of this Agreement shall not affect the validity or  enforceability of\n\nany other  provision  of this  Agreement,  which shall  remain in full force and\n\neffect.\n\n\n\n     13.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more\n           ------------\ncounterparts,  each of which shall be deemed to be an original  but all of which\n\ntogether will constitute one and the same instrument.\n\n\n\n     14. Arbitration.  Any dispute or controversy arising under or in connection\n         -----------\nwith this  Agreement  shall be settled  exclusively  by  arbitration,  conducted\n\nbefore a panel of three  arbitrators  in New York  City in  accordance  with the\n\nrules of the American  Arbitration  Association then in effect.  Judgment may be\n\nentered on the  arbitrator's  award in any court having  jurisdiction;  provided\n\nthat, the Company shall be entitled to seek a restraining order or injunction in\n\nany court of competent jurisdiction to prevent any continuation of any violation\n\nof the  provisions of Section 7 or 8 of the  Agreement and the Executive  hereby\n\nconsents that such  restraining  order or injunction may be granted  without the\n\nnecessity of the Company's posting any bond. Each party shall bear its own costs\n\nand expenses (including,  without limitation, legal fees) in connection with any\n\narbitration proceeding instituted hereunder.\n\n\n\n     15. Entire  Agreement.  This Agreement,  together with the compensation and\n         -----------------\nbenefits  plans and  practices  referred to in Section 5 hereof,  sets forth the\n\nentire  agreement  of the  parties  hereto  in  respect  of the  subject  matter\n\ncontained  herein  and  all  other  prior   agreements,   promises,   covenants,\n\narrangements,  communications,  representations  or warranties,  whether oral or\n\nwritten, by any officer, employee or representative of any party hereto; and any\n\nprior agreement of the parties hereto in respect of the subject matter contained\n\nherein is hereby terminated and canceled.\n\n================================================================================\n15\n\n            IN WITNESS WHEREOF, the parties have executed this\n\nAgreement as of the Effective Date.\n\n                              ANNTAYLOR STORES CORPORATION\n\n\n\n                          \n                             By:   \n                                   ----------------------------------\n                                    Name: J. Patrick Spainhour\n                                    Title:Chief Executive Officer\n\n\n\n                                    \/s\/Barry Erdos\n                                    --------------------------------\n                                       Barry Erdos\n\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-38930","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\/38930","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=38930"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38930"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38930"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38930"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}