{"id":38936,"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-patricia-derosa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-anntaylor-stores-corp-and-patricia-derosa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-anntaylor-stores-corp-and-patricia-derosa.html","title":{"rendered":"Employment Agreement &#8211; AnnTaylor Stores Corp. and Patricia DeRosa"},"content":{"rendered":"<pre>\n                  EMPLOYMENT AGREEMENT\n\n          EMPLOYMENT AGREEMENT (the 'Agreement'), executed \nNovember 25, 1996 (the 'Execution Date'), and effective as \nof December 9, 1996 (the 'Effective Date'), between \nANNTAYLOR STORES CORPORATION, a Delaware corporation \n(the 'Company'), and Patricia DeRosa (the 'Executive').\n          \n          \n          WHEREAS, the Company desires to provide for the\nservice and employment of the Executive with the Company\nand the Executive wishes to perform services for the\nCompany, all in accordance with the terms and conditions\nprovided herein;\n\n          NOW, THEREFORE, in consideration of the premises \nand the respective covenants and agreements of the parties \nherein contained, and intending to be legally bound hereby, \nthe parties hereto agree as follows:\n\n          1.   Employment.  The Company hereby agrees to\n               ----------\nemploy the Executive, and the Executive hereby agrees to\nserve the Company, on the terms and conditions set forth\nherein.\n\n          2.   Term.  The term of employment of the Executive \n               ----\nby the Company hereunder (the 'Term') will commence as of the \nExecution Date and will end on the third anniversary of the \nEffective Date. Notwithstanding expiration of the Term or other \nprovisions that survive by their in tent, the provisions of \nSections 4, 7 and 8 hereof shall continue in effect.\n          \n          \n          3.   Position and Duties.  The Executive shall\n               -------------------\nserve as President and Chief Operating Officer of the\nCompany and shall have such responsibilities, duties and\nauthority consistent with such positions as may from time\nto time be determined by the Board of Directors of the\nCompany (the 'Board').  The Executive shall report directly \nto the Chairman and Chief Executive Officer (the 'CEO').  \nThe Executive shall devote substantially all of her working \ntime and efforts to the business and affairs of the Company.\n\n\n                               Page 1\n============================================================================= \n          \n          \n          \n          4.   Indemnification.  To the fullest extent\n               ---------------\npermitted by law and the Company's certificate of incorporation \nand by-laws, the Company shall indemnify the Executive for all \namounts (including, without limitation, judgments, fines, \nsettlement payments, losses, damages, costs and expenses \n(including reasonable attorneys' fees)) incurred or paid by the \nExecutive in connection with any action, proceeding, suit or \ninvestigation arising out of or relating to the performance by \nthe Executive of services for, or acting as a fiduciary of any\nemployee benefit plans, programs or arrangements of the\nCompany or as a director, officer or employee of, the\nCompany or any subsidiary thereof.\n          \n          \n          5.   Compensation and Related Matters.\n               --------------------------------\n               \n               (a)  Annual Compensation.\n                    --------------------\n                    \n                    (i)  Base Salary.  Commencing on the\n                         -----------\n     Effective Date and continuing during the period of\n     \n     the Executive's employment hereunder, the Company\n     \n     shall pay to the Executive an annual base salary at\n     \n     a rate not less than $600,000, such salary to be\n     \n     paid in conformity with the Company's policies relating \n     \n     to salaried employees.  This salary may be (but is not required \n     \n     to be) increased from time to time, subject to and in accordance \n     \n     with the annual executive performance review procedures of the \n     \n     Company.\n                    \n                    \n                    (ii) Annual Bonus.  Commencing on\n                         ------------\n     the Effective Date and continuing during the period\n     \n     of Executive's employment hereunder, the Executive\n     \n     shall be eligible to participate in the Company's\n     \n     annual bonus plan as in effect from time to time,\n     \n     and shall be entitled to receive such amounts (a\n     \n     'Bonus') as may be authorized, declared and paid by\n     \n     the Company pursuant to the terms of such plan.\n     \n     The Company currently maintains a Management Performance \n     \n     Compensation Plan (the 'Performance Plan') pursuant to \n     \n     which it pays performance bonus compensation to certain \n     \n     of its executives and employees.  It is agreed that the \n     \n     Executive shall participate in the Performance Plan effective \n     \n     as of the Effective Date.  The Executive's Performance Percentage\n     \n     (as that term is defined in the Performance Plan) shall be established \n     \n     at 25% per season (50% per annum) during the Term.  Notwithstanding the \n     \n     foregoing, the minimum Bonus to be paid to the Executive under the \n     \n     Performance Plan or otherwise for the Spring 1997 season shall be \n     \n     $150,000.\n\n                                   Page 2\n=============================================================================\n               \n               \n               (b)  Stock Options.  As of the Execution\n                    -------------\nDate, the Executive shall be granted ten-year options to\nacquire 100,000 shares of common stock of the Company\n('Shares') pursuant to the Company's Amended and Restated 1992 \nStock Option and Restricted Stock Plan (the '1992 Plan').  \nThe option price per Share shall be equal to the Fair Market Value \n(as defined in the 1992 Plan) of a Share as of the Execution Date.  \nOne-half of the Shares subject to such option shall be time-based \noptions ('Time-Based Options').  One-third of the Time-Based Options \nshall become exercisable on each of the first three anniversaries of \nthe Effective Date, provided Executive has remained continuously \nemployed by the Company until the applicable date (except as provided \nin Section 6(e)(vi) hereof).  The other one-half of the Shares subject \nto such option shall be performance stock options ('Performance Options').  \nPerformance Options shall become exercisable on the earliest of: (i) the\ndate of achievement by the Company of total earnings per Share of at least \n$1.50 over four consecutive quarters ending after the Effective Date; \n(ii) the date on which the Fair Market Value of a Share on each of the ten\nconsecutive trading days immediately preceding such date is equal to at \nleast $35.00; provided that, in the case of each of clauses (i) and (ii) \n              -------- ----\nabove, (1) such date occurs no later than the fifth anniversary of the \nEffective Date and (2) a portion of the Performance Option may become \nexercisable, based upon satisfaction of terms and conditions consistent \nwith those set forth in the Company's standard stock option agreement \napplicable to performance options, if exercisability has not otherwise\noccurred by the fifth anniversary of the Effective Date; or (iii) the ninth \nanniversary of the Effective Date; provided that, in the case of each of \n                                   -------- ----\nclauses (i) - (iii), the Executive has remained continuously employed\nby the Company until the applicable date.  The Time-Based Option and \nPerformance Option granted hereunder shall contain such other terms and \nconditions as are set forth in the Company's standard stock option \nagreements applicable to such type of option, including, but not\nlimited to, accelerated exercisability upon the occurrence of a Change \nin Control, which shall have the same meaning as the term 'Acceleration \nEvent,' as defined in the 1992 Plan (a 'Change in Control').\n               \n                                 Page 3\n===========================================================================\n               \n               \n               \n               (c)  Restricted Stock and Units.  As of the Effective Date, \n                    --------------------------\nExecutive shall be granted 30,000 re stricted shares of common stock of the \nCompany (the 'Re stricted Shares') and 20,000 restricted units (the 'Restricted \nUnits').  A Restricted Unit represents the right to receive, on the date the \nrestrictions on the unit lapse, a cash payment equal to the closing price of\none share of Company common stock on the New York Stock Exchange on the trading \ndate immediately preceding the date the restrictions lapse.  One-third of the \nRestricted Shares and one-third of the Restricted Units shall vest on, and \nbe delivered to the Executive promptly following, each of the first three \nanniversaries of the Effective Date, provided the Executive has remained\n                                     --------\ncontinuously employed by the Company until the applicable date.  \nNotwithstanding the foregoing, any outstanding Restricted Shares and \nRestricted Units shall become fully vested on a Change in Control.\n               \n               \n               (d)  Other Benefits.  Commencing on the Effective Date \n                    --------------\nand continuing during the period of Executive's employment hereunder, \nthe Executive shall be entitled to participate in all other employee \nbenefit plans, programs and arrangements of the Company, as now\nor hereinafter in effect, which are applicable to the Company's employees \ngenerally or to its executive officers, as the case may be, subject to and \non a basis consistent with the terms, conditions and overall administration \nof such plans, programs and arrangements.  During the period of Executive's \nemployment hereunder, the Executive shall be entitled to participate in and \nreceive any fringe benefits or perquisites which may become available to the \nCompany's executive employees.\n               \n               \n               (e)  Vacations and Other Leaves.  The Executive shall be \n                    --------------------------\nentitled to four (4) weeks vacation per year and to paid holidays and \npersonal leave days determined in accordance with applicable Company plans\nand policies.\n               \n               \n               (f)  Expenses.  During the period of the Executive's \n                    --------\nemployment hereunder, the Executive shall be entitled to receive prompt \nreimbursement for all reasonable and customary expenses incurred by the \nExecutive in performing services hereunder, including all expenses of\ntravel and accommodations while away from home on business or at the request \nof and in the service of the Company; provided that, such expenses are \n                                      -------------\nincurred and accounted for in accordance with the policies and procedures \nestablished by the Company.\n               \n                             Page 4\n===============================================================================\n               \n               \n               (g)  Relocation Expenses.  The Executive shall be entitled \n                    -------------------\nto receive reimbursement of relocation expenses consistent with the Company's \nrelocation expense reimbursement policy for senior executives of the Company.\nIn addition, the Executive shall be entitled to receive reimbursement of \nlosses incurred upon the sale of the Executive's  principal residence; \nprovided, however, that the total amount of such sale-related reimbursement \n(including all tax gross-up payments) shall not exceed $300,000.\n               \n               In addition, if in connection with Executive's relocation \nduring the Term Executive purchases a principal residence in the New York \narea prior to selling her current principal residence in Pennsylvania, at\nExecutive's request the Company shall make a loan to Executive, at the \nclosing of the purchase of the new residence, in a principal amount designated \nby Executive but not to exceed the lesser of (i) Executive's purchase price \nof the new residence and (ii) the appraised value of Executive's Pennsylvania \nresidence.  Such loan shall bear interest at the per annum rate equal to the \nrate designated from time to time by Bank of America, N.A. as its prime rate \nof interest and shall be secured by a perfected first mortgage on Executive's \nPennsylvania residence and perfected security interest in any vested \nRestricted Shares.  Interest on and principal of the loan shall be payable in \nfull by Executive upon the earliest to occur of (i) sale by Executive of her \nPennsylvania residence,  (ii) the one-year anniversary of the making of the \nloan, and (iii) Executive's separation of employment with the Company for any \nreason other than termination by the Company without Cause or by Executive with \nGood Reason.  Earlier partial prepayment on the loan shall be required to the \nextent of the proceeds of the sale of any vested Restricted Shares (net of \nstock broker commissions).\n          \n          6.   Termination.  (a)   The Executive's employment hereunder may \n               -----------\nbe terminated without breach of this Agreement only under the following \ncircumstances:\n                                   Page 5\n\n===============================================================================\n\n\n                    (i)  Death.  The Executive's employment hereunder shall \n                         -----\n     terminate upon her death.\n                    \n                    (ii) Cause.  The Company may terminate the Executive's \n                         -----\n     employment hereunder for 'Cause'.  For purposes of this Agreement, the \n     Company shall have 'Cause' to terminate the Executive's employment \n     \n     hereunder upon (1) the Executive's conviction for the commission of an \n     \n     act or acts constituting a felony under the laws of the United States \n     \n     or any state thereof, (2) action by the Executive toward the Company \n     \n     involving dishonesty, (3) the Executive's refusal to abide by or follow \n     \n     reasonable written directions of the Board or the CEO, which does not \n     \n     cease within ten (10) business days after such written notice regarding \n     \n     such refusal has been given to the Executive by the Company, (4) the \n     \n     Executive's gross nonfeasance which does not cease within ten (10) \n     \n     business days after notice regarding such nonfeasance has been given \n     \n     to the Executive by the Company or (5) failure of the Executive to \n     \n     comply with the provisions of Section 7 or 8 of this Agreement, or \n     \n     other will ful conduct by the Executive which is intended to have \n     \n     and does have a material adverse impact on the Company.\n                    \n                    \n                    \n                    (iii) Disability.  If, as a result of the Executive's \n                          ----------\n     incapacity due to physical or mental illness, the Executive shall have \n     \n     been absent from her duties hereunder on a full-time basis for the \n     \n     entire period of six (6) consecutive months, and within thirty (30) \n     \n     days after written Notice of Termination (as defined in Section 6(b) \n     \n     below) is given (which may occur before or after the end of such six \n     \n     (6) month period) shall not have returned to the performance of her \n     \n     duties hereunder on a full-time basis, the Executive's employment \n     \n     hereunder shall terminate for 'Disability'.\n                    \n                    \n                    \n                    (iv) Termination by the Executive.  The Executive may \n                         ----------------------------\n     terminate her employment hereunder for 'Good Reason'.  For purposes of \n     \n     this Agreement, the Executive shall have 'Good Reason' to terminate her \n     \n     employment hereunder (1) upon a failure by the Company to comply with \n     \n     \n     \n                                       \n                                       Page 6\n===============================================================================\n\n     and material provision of this Agreement which has not been cured within \n     \n     ten (10) business days after notice of such noncompliance has been given \n     \n     by the Executive to the Company, (2) upon action by the Company resulting \n     \n     in a diminution of the Executive's title or authority or (3) one year \n     \n     after a Change in Control.\n               \n               \n               (b)  Notice of Termination.  Any termination of the Executive's \n                    ---------------------\nemployment by the Company or by the Executive (other than termination under \nSection 6(a)(i) hereof) shall be communicated by written Notice of Termination \nto the other party hereto in accordance with Section 10 hereof.  For purposes \nof this Agreement, a 'Notice of Termination' shall mean a notice which shall \nindicate the specific termination provision in this Agreement relied upon and \nshall set forth in reasonable detail the facts and circumstances claimed to\nprovide a basis for termination of the Executive's employment under the \nprovision so indicated.\n               \n               \n               (c)  Date of Termination.  'Date of Termination' shall mean \n                    -------------------\n(i) if the Executive's employment is terminated by her death, the date of her \ndeath and (ii) in each other case, the date specified in the Notice of\nTermination; provided that, if within thirty (30) days after any Notice of \n             -------- ----\nTermination is given the party receiving such Notice of Termination notifies \nthe other party that a dispute exists concerning the termination, the Date \nof Termination shall be the date on which the dispute is finally determined, \neither by mutual written agreement of the parties or by a binding and final \narbitration award.\n               \n               \n               (d)  Termination Upon Death; Disability; for Cause; Voluntary \n                    --------------------------------------------------------\nTermination other than for Good Reason.  If the Executive's employment is \n- --------------------------------------\nterminated by reason of Executive's death or Disability, by the Company for \nCause or voluntarily by the Executive other than for Good Reason, the Company \nshall, as soon as practicable after the Date of Termination, pay the Executive\nall unpaid amounts, if any, to which the Executive is entitled as of the Date \nof Termination under Section 5(a) hereof and shall pay to the Executive, in \naccordance with the terms of the applicable plan or program, all other unpaid \namounts to which Executive is then entitled under any compensation or benefit \n                               \n                               \n                               Page 7 \n\n===============================================================================\n\nplan or program of the Company (collectively, 'Accrued Obligations'); upon \nsuch payment, the Company shall have no further obligations to the Executive \nunder this Agreement.\n               \n               \n               \n               \n               (e)  Termination Without Cause; Termination for Good Reason.  \n                    ------------------------------------------------------\nIf the Company shall terminate the Executive's employment other than for \nCause or the Executive shall terminate her employment for Good Reason, then, \nsubject to compliance with the provisions of Sections 7 and 8 hereof:\n                    \n                    \n                    \n                    (i)  the Company shall pay to the Executive, as \n                    \n     soon as practicable after the Date of Termination, the Accrued \n     \n     Obligations;\n                    \n                    (ii)  following the Date of Termination and for \n     \n     the longer of twelve (12) months thereafter or the balance of the \n     \n     Term (the 'Severance Period'), the Company shall pay to the \n     \n     Executive monthly an amount ('Severance Payments') equal\n     \n     to the quotient of (1) the Executive's annual base salary at the \n     \n     rate in effect as of the Date of Termination, divided by (2) the \n     \n     number twelve (12);\n                    \n                    \n                    \n                    \n                    (iii)  the Company shall pay to the Executive, at \n                    \n     the same time as bonuses are paid to other Company executives, a \n     \n     Bonus with respect to the season in which occurs the Date of \n     \n     Termination, such Bonus to be based upon actual performance for\n     \n     such season and pro rated to reflect the number of days in such \n     \n     season through and including the Date of Termination; and\n                    \n                    \n                    (iv)  the Executive shall continue to be provided \n                    \n     for the duration of the Severance Period with the same medical and \n     \n     life insurance coverage as existed immediately prior to the Notice \n     \n     of Termination; provided, however, that benefits otherwise receivable \n                     --------  -------\n     by the Executive pursuant to this Section 6(e)(iv) shall be reduced \n     \n     to the extent that benefits of the same type are received by\n     \n     or made available to the Executive during the Severance Period \n     \n     (and any such benefits received by or made available to the Executive \n     \n     shall be reported to the Company by the Executive);\n\n                                \n                                  Page 8\n\n=============================================================================\n                    \n                    \n                    (v)  any outstanding Restricted Shares and Restricted \n                    \n     Units shall become fully vested;\n                    \n                    \n                    (vi) each outstanding Time-Based Option shall vest and \n                    \n     become exercisable in accordance with the Schedule set forth in Section \n     \n     5(b) hereof as if no termination of employment occurred and such \n     \n     Time-Based Option shall terminate 90 days after the expiration of the \n     \n     Severance Period;\n                    \n                    \n                    (vii) each outstanding Performance Option which had not \n                    \n     previously become exercisable shall be cancelled and any such Performance \n     \n     Option which had previously become exercisable shall terminate 90 days \n     \n     after the expiration of the Severance Period.\n               \n               \n               (f)  Gross-Up Payment.  In the event that any payment or \n                    ----------------\nbenefit received or to be received by the Executive in connection with a Change \nin Control or the termination of the Executive's employment, whether such\npayments or benefits are received pursuant to the terms of this Agreement or \nany other plan, arrangement or agreement with the Company, any person whose \nactions result in a Change in Control or any person affiliated with the \nCompany or such person (all such payments and benefits being hereinafter \ncalled 'Total Payments'), would be subject (in whole or part), to the tax \n(the 'Excise Tax') imposed under Section 4999 of the Internal Revenue Code \nof 1986, as amended (the 'Code'), the Company shall pay to the Executive \nsuch additional amounts (the 'Gross-Up Payment') as may be necessary to \nplace the Executive in the same after-tax position as if no portion of the \nTotal Payments had been subject to the Excise Tax.  In the event that the \nExcise Tax is subsequently determined to be less than the amount taken \ninto account hereunder, the Executive shall repay to the Company, at the \ntime that the amount of such reduction in Excise Tax is finally determined, \nthe portion of the Gross-Up Payment attributable to such reduction \n(plus that portion of the Gross-Up Payment attributable to the Excise Tax \nand federal, state and local income tax imposed on the Gross-Up Payment \nbeing repaid by the Executive to the extent that such repayment results \nin a reduction in Excise Tax and\/or a federal, state or local income tax \n\n                                \n                                Page 9\n===========================================================================\n\ndeduction) plus interest on the amount of such repayment at the rate \nprovided in Section 1274(b)(2)(B) of the Code.  In the event that the \nExcise Tax is determined to exceed the amount taken into account hereunder \n(including by reason of any payment the existence or amount of which cannot \nbe determined at the time of the Gross-Up Payment), the Company shall make \nan additional Gross-Up Payment in respect of such excess (plus any interest, \npenalties or additions payable by the Executive with respect to such excess) \nat the time that the amount of such excess is finally determined.  The \nExecutive and the Company shall each reasonably cooperate with the other in \nconnection with any administrative or judicial proceedings concerning the \nexistence or amount of liability for Excise Tax with respect to the Total \nPayments.\n\n          \n          \n          7.   Nonsolicitation; Noncompete.\n               ---------------------------\n               \n               (a)  Subject to (c) below, during the period of Executive's \n               \nemployment, during the period she is receiving Severance Payments hereunder \nand, in the case where the Executive's employment is terminated for\n                                  \n                                  Page 10\n\n===========================================================================\n\nCause or executive voluntarily terminates her employment without Good Reason,\nfor a period of twelve (12) months following such termination, the Executive\nshall not initiate discussions with any person who is then an executive \nemployee of the Company (i.e. director level or above) with the intent of \nsoliciting or inducing such person to leave his or her employment, with a view \nto ward joining the Executive in the pursuit of any business activity \n(whether or not such activity involves engaging or participating in a \nCompetitive Business, as defined below).  Notwithstanding any other \nprovision of this Agreement to the contrary, in the event Executive fails \nto comply with the preceding sentence, all rights of the Executive and \nher surviving spouse or other beneficiary hereunder to any future \nSeverance Payments, Bonus Payments and continuing life insurance and \nmedical coverage and all rights with respect to restricted stock and \nexercisability of stock options shall be forfeited; provided that, the \n                                                    -------- ----\nforegoing shall not apply if such failure of compliance commences \nfollowing a Change in Control.\n               \n               (b)  Subject to (c) below, for as long as Executive receives \nSeverance Payments, or in the case where the Executive's employment is \nterminated for Cause or executive voluntarily terminates her employment with\nout Good Reason, for a period of twelve (12) months following such termination, \nExecutive shall not, without the prior written consent of the Company (which \nconsent shall not be unreasonably withheld), engage or participate in any \nbusiness which is 'in competition' (as defined below) with the business of \nthe Company or any of its 50% or more owned affiliates (such business being\nreferred to herein as a 'Competitive Business').  Not withstanding any other \nprovision of this Agreement to the contrary, in the event the Executive fails \nto comply with the preceding sentence, all rights of the Executive and her \nsurviving spouse or other beneficiary hereunder to any future Severance \nPayments, Bonus Payments and continuing life insurance and medical coverage \nand all rights with respect to restricted stock and exercisability of stock \noptions shall be forfeited; provided that, the foregoing shall not apply if \n                            -------- ----\nsuch failure of compliance commences following a Change in Control.\n               \n               \n               (c)  In the event of a violation of paragraphs 7(a) or 7(b) \n               \nhereof, the remedies of the Company shall be limited to (i) if such violation \noccurs during the period of Executive's employment hereunder, termination of \nthe Executive for Cause and the associated rights of the Company specified \nherein resulting there from, (ii) regardless of when such violation occurs, \nforfeiture by the Executive of the payments, benefits and other rights set \nforth in paragraphs (a) and (b) above if and to the extent provided in such \nparagraphs, and (iii) the right to seek injunctive relief in accordance\nwith and to the extent provided in Section 14 hereof.\n               \n               \n               (d)  For purposes hereof, a business will be 'in competition' \n               \nwith the business of the Company or its 50% or more owned affiliates if \n(i) the Company's business with which the other business competes accounted \nfor 20% or more of the Company's consolidated revenues as of the end of its \nmost recently completed fiscal year prior to the Date of Termination, and \n(ii) the entity (including all 50% or more owned affiliates) through which \nthe other business is or will be operated maintains a 'women's apparel' \nbusiness which generated at least $50 million in revenue during the entity's \nmost recently completed fiscal year ended prior to the date the Executive \ncommences (or proposes to commence) to engage or participate in the other \n                                 \n                                 Page 11\n=============================================================================\n\nbusiness.  For purposes hereof, 'women's apparel' shall consist of dresses, \njackets, pants, skirts, blouses, sweaters, T-shirts, outerwear, footwear \nand accessories.\n               \n               \n               (e)  Notwithstanding the foregoing, the Executive's engaging \n               \nin the following activities shall not be construed as engaging or participating\nin a Competitive Business: (i) investment banking; (ii) passive ownership of \nless than 2% of any class of securities of a public company; (iii) engaging or \nparticipating in noncompetitive businesses of an entity which also operates\na business which is 'in competition' with the business of the Company or its \naffiliates; (iv) serving as an outside director of an entity which operates \na business which is 'in competition' with the business of the Company or its \naffiliates, so long as such business did not account for 10% or more of the \nconsolidated revenues of such entity as of the end of its most recently \ncompleted fiscal year prior to the date Executive commences (or proposes to \ncommence) serving as an outside director; (v) engaging in a business involving \nlicensing arrangements so long as such business is not an in-house arrangement \nfor any entity 'in competition' with the business of the Company or its \naffiliates; (vi) affiliation with an advertising agency and (vii) after \ncessation of employment, engaging or participating in the 'wholesale' side \nof the women's apparel business, which for purposes hereof shall mean the \ndesign, manufacture and sale of piece goods and women's apparel to unrelated\nthird parties, provided that if the entity for which the Executive so engages \nor participates (including its affiliates) also conducts a retail women's \napparel business, then effective upon the Executive's engaging or\nparticipating in such business, all continuing life insurance and medical \ncoverage provided by the Company shall cease and all Severance Payments shall \ncease except for amounts representing the excess (if any) of the Executive's \nannual base salary hereunder (at the rate in effect as of the Date of \nTermination) over the executive's base salary received from such entity and \nits affiliates, which amounts shall continue to be paid by the Company for \nthe remainder of the Severance Period. The exceptions contained in \nsubparagraph (vii) above and subparagraph (iii) above to the extent covered \nby subparagraph (vii) shall not be applicable if the Executive's cessation \nof employment is voluntary by the Executive without Good Reason and her \nnew engagement or participation involves 'wholesale' operations which\ninclude or also conduct retail sales of women's apparel other than factory \n                                \n                                Page 12\n\n============================================================================\n\noutlet or discount stores to liquidate unsold women's apparel of such wholesale \noperations.\n          \n          \n          8.   Protection of Confidential Information.\n               --------------------------------------\n               \n               (a)  Executive acknowledges that her employment by the Company \nwill, throughout the Term of this Agreement, involve her obtaining knowledge \nof confidential information regarding the business and affairs of the Company.  \nIn recognition of the foregoing, the Executive covenants and agrees:\n                    \n                    \n                    (i)  that, except in compliance with legal process, \n                    \n     she will keep secret all confidential matters of the Company which are \n     \n     not otherwise in the public domain and will not intentionally \n     \n     disclose them to anyone outside of the Company, wherever located \n     \n     (other than to a person to whom disclosure is reasonably necessary or \n     \n     appropriate in connection with the performance by Executive of her\n     \n     duties as an executive officer of the Company), either during or \n     \n     after the Term, except with the prior written consent of the Board \n     \n     or a person authorized thereby; and \n                    \n                    \n                    \n                    (ii)  that she will deliver promptly to the Company \n                    \n     on termination of her employment, or at any other time the Company \n     \n     may so request, all memoranda, notes, records, customer lists, reports\n     and other documents (and all copies thereof) relating to the business \n     \n     of the Company which she obtained while employed by, or otherwise \n     \n     serving or acting on behalf of, the Company and which she may\n     \n     then possess or have under her control.\n               \n               \n               (b)  Notwithstanding the provisions of Section 14 of this \nAgreement, if the Executive commits a breach of the provisions of Section \n8(a)(i) or 8(a)(ii), the Company shall have the right and remedy to have \nsuch provisions specifically enforced by any court having equity jurisdiction, \nit being acknowledged and agreed that any such breach or threatened breach \nwill cause irreparable injury to the Company and that money damages\nwill not provide an adequate remedy to the Company.\n\n                               \n                               Page 13\n\n===============================================================================\n          \n          \n          \n          9.   Successors; Binding Agreement.\n               -----------------------------\n               \n               (a)  Neither this Agreement nor any rights hereunder shall be \n               \nassignable or otherwise subject to hypothecation by the Executive (except by \nwill or by operation of the laws of intestate succession) or by the Company, \nexcept that the Company will require any successor (whether direct or \nindirect, by purchase, merger, consolidation or otherwise) to all or \nsubstantially all of the business and\/or assets of the Company,\nby agreement in form and substance reasonably satisfactory to the Executive, \nto expressly assume and agree to perform this Agreement in the same manner \nand to the same extent that the Company would be required to perform it if \nno such succession had taken place.  As used in this Agreement, 'Company' \nshall mean the Company as herein before defined and any successor to its \nbusiness and\/or assets as aforesaid which executes and delivers the \nagreement provided for in this Section 9 or which otherwise becomes bound \nby all the terms and provisions of this Agreement by operation of law.\n               \n               \n               (b)  This Agreement and all rights of the Executive hereunder \n               \nshall inure to the benefit of and be enforceable by the Executive's personal \nor legal representatives, executors, administrators, successors, heirs, \ndistributees, devisees and legatees.  If the Executive should die while any \namounts would still be payable to her hereunder if she had continued to live,\nall such amounts, unless otherwise provided herein, shall be paid in accordance \nwith the terms of this Agreement to the Executive's devisee, legatee, or \nother designee or, if there be no such designee, to the Executive's estate.\n          \n          \n          10.  Notice.  For the purposes of this Agreement, notices, demands \n               ------\nand all other communications provided for in this Agreement shall be in \nwriting and shall be deemed to have been duly given when delivered or \n(unless otherwise specified) mailed by United States certified or registered \nmail, return receipt requested, postage prepaid, addressed as follows:\n\nIf to the Company:\n               AnnTaylor Stores Corporation\n               \n               142 West 57th Street\n               \n               New York, New York  10019\n               \n               Attn:  General Counsel\n          \n                                  Page 14\n=============================================================================\n          \n          \n          With a copy to:\n               Skadden, Arps, Slate, Meagher &amp; Flom\n             \n               919 Third Avenue\n               \n               New York, New York 10022\n               \n               Attn: Stuart N. Alperin, Esq.\n\nIf to the Executive:\n               \n               Patricia DeRosa\n               \n               1222 Meadow Bank Road\n               \n               Villanova, PA  19805\n          \n          \n          \n          With a copy to:\n               \n               Farella Braun &amp; Martell LLP\n               \n               235 Montgomery Street, Suite 300\n               \n               San Francisco, CA  94104\n               \n               Attn: Jeffrey P. Newman, Esq.\n\nor to such other address as any party may have furnished to the other in \nwriting in accordance herewith, except that notices of change of address \nshall be effective only upon receipt.\n          \n          \n          11.  Miscellaneous.  No provisions of this Agreement may be \n               -------------\nmodified, waived or discharged unless such waiver, modification or discharge \nis agreed to in writing signed by the Executive and such officer of the\nCompany as may be specifically designated by the Board.  No waiver by either \nparty hereto at any time of any breach by the other party hereto of, or \ncompliance with, any condition or provision of this Agreement to be performed \nby such other party shall be deemed a waiver of similar or dissimilar \nprovisions or conditions at the same or at any prior or subsequent time.  \nNo agreements or representations, oral or otherwise, express or implied, \nwith respect to the subject matter hereof have been made by either party \nwhich are not set forth expressly in this Agreement.  The validity, \ninterpretation, construction and performance of this Agreement shall be \ngoverned by the laws of the state of New York without regard to its \nconflicts of law principles.  All payments hereunder shall be subject to \napplicable Federal, State and local tax withholding requirements.\n          \n          \n          \n          12.  Validity.  The invalidity or unenforceability of any \n               --------\nprovision or provisions of this Agreement shall not affect the validity \nor enforceability of any other provision of this Agreement, which shall\nremain in full force and effect.\n\n                                      Page 15\n\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 \nwhich together will constitute one and the same instrument.\n          \n          \n          14.  Arbitration.  Any dispute or controversy arising under or in \n               -----------\nconnection with this Agreement shall be settled exclusively by arbitration, \nconducted before a panel of three arbitrators in New York City in accordance \nwith the rules of the American Arbitration Association then in effect.  \nJudgment may be entered on the arbitrator's award in any court having \njurisdiction; provided that, the Company shall be entitled to seek a\n              -------- ----\nrestraining order or injunction in any court of competent jurisdiction to \nprevent any continuation of any violation of the provisions of Section 7 or \n8 of the Agreement and the Executive hereby consents that such restraining \norder or injunction may be granted without the necessity of the Company's \nposting any bond.  Each party shall bear its own costs and expenses \n(including, with out limitation, legal fees) in connection with any \narbitration proceeding instituted hereunder.\n          \n          \n          \n          15.  Entire Agreement.  This Agreement, to gether with the \n               ---------------- \ncompensation and benefits plans and practices referred to in Section 5 \nhereof, sets forth the entire agreement of the parties hereto in respect \nof the subject matter contained herein and all other prior agreements, \npromises, covenants, arrangements, communications, representations or \nwarranties, whether oral or written, by any officer, employee or \nrepresentative of any party hereto; and any prior agreement of the parties\nhereto in respect of the subject matter contained herein is hereby \nterminated and cancelled.\n          \n          \n          IN WITNESS WHEREOF, the parties have executed this Agreement \n          \nas of the date and year first above written.\n                         \n                         \n                         ANNTAYLOR STORES CORPORATION\n\n                         By:  \/s\/ J. Patrick Spainhour\n                              ------------------------------\n                              \n                              Name:  J. Patrick Spainhour\n                              \n                              Title: President &amp; Chief Operating Officer\n\n                         \/s\/ Patricia DeRosa\n                         ------------------------------------\n                         Patricia DeRosa\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-38936","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\/38936","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=38936"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38936"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38936"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38936"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}