{"id":38933,"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-j-patrick4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-anntaylor-stores-corp-and-j-patrick4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-anntaylor-stores-corp-and-j-patrick4.html","title":{"rendered":"Employment Agreement &#8211; AnnTaylor Stores Corp. and J. Patrick Spainhour"},"content":{"rendered":"<pre>              AMENDMENT TO EMPLOYMENT AGREEMENT\n\n      \n      This AMENDMENT (this 'Amendment') is entered into as of\nAugust  23,  1996 (the 'Amendment Effective  Date'),  by  and\nbetween ANNTAYLOR STORES CORPORATION (the 'Company')  and  J.\nPATRICK   SPAINHOUR  (the  'Executive'),   and   amends   the\nEmployment Agreement, dated as of February 16, 1996,  between\nthe Company and the Executive (the 'Original Agreement').\n\n      For  good  and valuable consideration, the receipt  and\nsufficiency of which are hereby acknowledged by the  parties,\nthe Company and the Executive agree as follows:\n\n      1.   All capitalized terms used and not defined  herein\nshall  have  the  meanings ascribed to them in  the  Original\nAgreement.\n      \n      \n      2.   Section  2  of  the Original Agreement  is  hereby\namended  by  extending  the  end  of  the  initial  term   of\nemployment of the Executive from February 19, 1999 to  August\n23,  1999,  unless further extended or sooner  terminated  as\nprovided in the Original Agreement.\n\n      3.   The  first two sentences of Section  3(a)  of  the\nOriginal  Agreement is are hereby amended  to  provide  that,\neffective as of August 23, 1996, the Executive shall serve as\nChairman  and  Chief Executive Officer of  the  Company,  and\nshall  report  directly  to the Board  of  Directors  of  the\nCompany.   The third sentence of Section 3(a) of the Original\nAgreement is hereby deleted in its entirety.\n\n      4.  Section 5(a)(i) of the Original Agreement is hereby\namended  by  increasing Executive's annual base salary  to  a\nrate  of $650,000, effective from and as of August 23,  1996,\nand is hereby further amended to provide that, effective from\nas  of  January 1, 1998, Executive's annual base salary shall\nbe  increased to a rate of $725,000.  Such base salary  rates\nmay  be increased from time to time, in the discretion of the\nBoard  of Directors, in accordance with the Company's  annual\nexecutive  performance  review  procedures,  as  provided  in\nSection 5(a) of the Original Agreement.\n\n     5.  Section 5(a)(ii) of the Original Agreement is hereby\namended to increase Executive's Performance Percentage  under\nthe Company's Management Performance Compensation Plan to 50%\nfor  the  Fall  1996  Season.   Thereafter,  the  Performance\nPercentage shall be determined as provided in the Performance\nPlan.   The last sentence of Section 5(a)(ii) shall  continue\nto apply.\n==============================================================\nAmendment to Employment Agreement\nPage 2\n\n     6.  The Executive shall be granted a performance-vesting\nNon-Qualified  Stock  Option (the  'Performance  Option')  to\nacquire   seventy-five  thousand  (75,000)  shares   of   the\nCompany's  Common  Stock  under  the  Option  Plan,  with  an\nexercise  price equal to the fair market value  (as  defined,\nand  determined  as of the date of grant,  under  the  Option\nPlan)  of  the  Common Stock.  The Performance  Option  shall\nbecome exercisable on the earliest to occur of the following:\n(i)  the  ninth anniversary of the date of grant (the  'grant\ndate'), (ii) the date of achievement by the Company of  total\nearnings  per  share of at least $1.50 over four  consecutive\nquarters  ending  after the grant date, and (iii)  the  first\ndate  occurring after the grant date on which the fair market\nvalue  (as  defined in the Option Plan) of a share of  Common\nStock on each of the ten consecutive trading days immediately\npreceding  such  date is equal to at least  $35.00;  provided\n                                                     --------\nthat, (a) in the case of each of clauses (ii) and (iii),  (1)\n----\nsuch  date occurs no later than the fifth anniversary of  the\ngrant  date, and (2) a portion of the Performance Option  may\nbecome  exercisable,  based upon satisfaction  of  terms  and\nconditions  consistent with those set forth in the  Company's\nstandard  stock  option agreement applicable  to  performance\noptions, if exercisability has not otherwise occurred by  the\nfifth  anniversary of the grant date; and (b) in the case  of\neach of clauses (i) through (iii), the Executive has remained\ncontinuously  employed by the Company  until  the  applicable\ndate.   The Performance Option shall contain such other terms\nand  conditions  as  are set forth in the Company's  standard\nstock  option agreements applicable to such type  of  option,\nincluding,  but  not  limited to, accelerated  exercisability\nupon the occurrence of an Acceleration Event under the Option\nPlan.\n\n      7.   Executive  shall be granted seventy-five  thousand\n(75,000)  restricted shares of common stock  of  the  Company\n(the  'Restricted  Shares').   One-third  of  the  Restricted\nShares  shall  vest  on, and be delivered  to  the  Executive\npromptly following, each of the first three anniversaries  of\nthe  Amendment  Effective Date, provided  the  Executive  has\n                                --------\nremained  continuously  employed by  the  Company  until  the\napplicable   date.    Notwithstanding  the   foregoing,   any\noutstanding  unvested Restricted Shares  shall  become  fully\nvested  (i)  upon  occurrence of an  Acceleration  Event,  as\ndefined  under the Option Plan, or (ii) if the Company  shall\nterminate the Executive's employment other than for Cause  or\nthe Executive shall terminate his employment for Good Reason.\nThe  Company  shall  file  with the Securities  and  Exchange\nCommission  a  shelf  registration  statement  covering   the\nRestricted  Shares,  pursuant to  which  Executive  may  sell\nvested  Restricted  Shares from time to  time.   The  Company\nshall   use  its  best  efforts  to  cause  the  registration\nstatement  to become effective on or before August  22,  1997\nand  to keep such registration statement effective until  all\nsuch  shares have been sold by Executive (except during  such\ntimes  that  maintaining  effectiveness  would  require   the\nCompany to disclose a material corporate development but  the\nCompany does not believe that such disclosure would be in the\nbest interests of the Company and its stockholders).\n=================================================================      \nAmendment to Employment Agreement\nPage 3\n      \n      8.   From  and after the Amendment Effective Date,  the\nterm  'Agreement', as used in the Original  Agreement,  shall\nmean the Original Agreement as amended by this Amendment, and\nthe Original Agreement, as so amended, shall continue in full\nforce and effect.\n\n      9. Sections 11 through 17 of the Original Agreement are\nhereby  made  a  part  of,  and  are  incorporated  by   this\nreference, into this Amendment.\n\n      IN WITNESS WHEREOF, the parties have executed this\nAmendment this 27th day of January, 1997, intending it to  be\neffective as of August 23, 1996.\n\n\n\n\nANNTAYLOR STORES CORPORATION                EXECUTIVE:\n\nBy:\/s\/ Rochelle Lazarus                     \/s\/ J. Patrick Spainhour\n   ______________________________           __________________________\n       Rochelle Lazarus, Director               J.  PATRICK SPAINHOUR\n\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-38933","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\/38933","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=38933"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38933"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38933"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38933"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}