{"id":40111,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/management-performance-compensation-plan-anntaylor-stores-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"management-performance-compensation-plan-anntaylor-stores-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/management-performance-compensation-plan-anntaylor-stores-corp.html","title":{"rendered":"Management Performance Compensation Plan &#8211; AnnTaylor Stores Corp."},"content":{"rendered":"<pre>                                                                      AMENDMENT TO THE\n                                ----------------\n                          ANNTAYLOR STORES CORPORATION\n                          ----------------------------\n                   MANAGEMENT PERFORMANCE COMPENSATION PLAN\n                   ----------------------------------------\n\n\n      This  Amendment is made to the  AnnTaylor  Stores  Corporation  Management\nPerformance  Compensation  Plan, which was most recently amended and restated as\nMarch 12, 1998 (the 'Plan').  This Amendment  shall be effective as of March 10,\n2000.  Capitalized  terms used but not defined  herein  shall have the  meanings\nascribed to them in the Plan.\n\n      WHEREAS, by resolution adopted on March 10, 2000 by the Board of Directors\nof AnnTaylor Stores Corporation (the 'Company'), the Company has determined that\nit is in its best interest and that of its stockholders to amend the Plan as set\nforth herein,  pursuant to the authority retained by the Company in Section 8 of\nthe Plan;\n\n      NOW, THEREFORE, the Plan is hereby amended as follows:\n\n            1.  Section  2 of the  Plan  is  amended  by  adding  the  following\ndefinition as Section 2(d) and renumbering the following paragraphs of Section 2\naccordingly:\n\n     '(d)   A 'Change in Control' shall be deemed to have occurred if:\n\n     (i)  any  'person',  as such term is used in Section 13(d) and 14(d) of the\n          Exchange  Act,  other than (1) the  Company,  (2) any trustee or other\n          fiduciary  holding  securities under an employee  benefits plan of the\n          Company, or (3) any corporation owned, directly or indirectly,  by the\n          stockholders of the Company (in  substantially  the same proportion as\n          their  ownership of shares) (a 'Person') is or becomes the 'beneficial\n          owner' (as defined in Rule 13d-3 under the Exchange Act),  directly or\n          indirectly,  of securities of the Company  representing 30% or more of\n          the combined  voting power of the Company's  then  outstanding  voting\n          securities;\n\n     (ii) during any period of not more than two consecutive years,  individuals\n          who at the beginning of such period  constitute the Board, and any new\n          director (other than a director designated by a person who has entered\n          into an agreement  with the Company to effect a transaction  described\n          in clause (i),  (iii) or (iv) of this Section 2(d)) whose  election by\n          the  Company's  stockholders  was  approved  by a  vote  of  at  least\n          two-thirds  (2\/3) of the  directors at the  beginning of the period or\n          whose  election or nomination for election for election was previously\n          so approved,  cease for any reason to  constitute  at least a majority\n          thereof;\n\n     (iii)the  stockholders of the Company approve a merger or  consolidation of\n          the Company with any other corporation, other than (A) a merger or\n\n                                          -1-\n--------------------------------------------------------------------------------\n\n\n          consolidation  which  would  result in the  voting  securities  of the\n          Company outstanding  immediately prior thereto continuing to represent\n          (either by remaining  outstanding  or by being  converted  into voting\n          securities  of the  surviving  or  parent  entity)  50% or more of the\n          combined voting power of the voting  securities of the Company or such\n          surviving or parent entity  outstanding  immediately after such merger\n          or  consolidation  or  (B)  a  merger  or  consolidation  effected  to\n          implement a recapitalization  of the Company (or similar  transaction)\n          in which no Person is or becomes the  beneficial  owner (as defined in\n          clause (i)  above),  directly  or  indirectly,  of  securities  of the\n          Company  representing  30% or more of the combined voting power of the\n          Company's then outstanding securities; or\n\n     (iv) the stockholders of the Company approve a plan of complete liquidation\n          of the  Company or an  agreement  for the sale or  disposition  by the\n          Company of all or  substantially  all of the Company's  assets (or any\n          transaction having a similar effect).'\n\n          2.  Section  5 of the  Plan  is  amended  by  adding  thereto  a new\nparagraph (f) to read as follows:\n\n     '(f) Notwithstanding  the  preceding  provisions  of this Section 5, in the\n          event of a Change in Control, a pro rata cash payment, in cancellation\n          of outstanding  Awards in respect of the Performance  Period in effect\n          as of the  date  of the  Change  in  Control,  shall  be  made to each\n          Participant within thirty (30) business days following the date of the\n          Change in  Control.  The pro rata  payment  to such  Participant  with\n          respect to such Performance  Period shall be calculated by multiplying\n          (X) and (Y),  where (X)  equals  the  amount to which the  Participant\n          would have been entitled had the  Performance  Period been  completed,\n          assuming for this purpose that all Performance Goals applicable to the\n          Participant  were achieved at a level equating to a Performance  Ratio\n          of 100% and (Y) equals a fraction the numerator of which is the number\n          of full and  partial  months  in such  Performance  Period  that  have\n          elapsed as of the date of the Change in Control and the denominator of\n          which is the number of months in the complete Performance Period.'\n\n          Except as herein  modified,  the Plan shall remain in full force and\n          effect.\n\n\n                                        -2-\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":[9539,9546],"class_list":["post-40111","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40111","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=40111"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40111"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40111"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40111"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}