{"id":40461,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-anntaylor-inc-and-paul-e-francis.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-anntaylor-inc-and-paul-e-francis","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-anntaylor-inc-and-paul-e-francis.html","title":{"rendered":"Separation Agreement &#8211; AnnTaylor Inc. and Paul E. Francis"},"content":{"rendered":"<pre>\n                    PERSONAL AND CONFIDENTIAL\n\n\n\n\nJanuary 24, 1997\n\n\nMr. Paul E. Francis\n535 Pelham Manor Road\nPelham Manor, NY  10803\n\n\nDear Paul:\n\nThis  will confirm the agreement between you and AnnTaylor,  Inc.\n(hereafter   referred  to  as  the  'Company')   regarding   your\nseparation from the Company.\n\n1.   We  agree that your date of separation from employment  with\n     the  Company  will  be  February 14, 1997  (the  'Separation\n     Date')  and, effective as of the Separation Date, you hereby\n     resign  from your positions as a director and\/or officer  of\n     the  Company,  its parent company, and any of the  Company's\n     subsidiaries.\n\n2.   In consideration of your delivery of the Release referred to\n     in  paragraph  4 and the representations and agreements  set\n     forth in this letter agreement, including those set forth in\n     paragraph  5  hereof,  the Company agrees  to  pay  you  the\n     severance  compensation  described  in  paragraph  3  below,\n     subject  to  the  terms and conditions  set  forth  in  this\n     letter.\n\n3.   Subject to this letter agreement becoming effective  and  to\n     your  compliance  with  the  terms  hereof,  your  severance\n     compensation shall consist of the following:\n\n          (a)   Cash compensation of up to $335,000.00, less  all\n          applicable  federal, state and local withholding  taxes\n          ('Taxes'),  payable  in up to twenty-four  equal  semi-\n          monthly   installments  of  $13,958.33  (less   Taxes),\n          commencing  upon the later of the Separation  Date  and\n          the Effective Date of this letter agreement (as defined\n          in  paragraph  11  below), and continuing  through  the\n          earlier  of  (i) the twelve-month anniversary  of  such\n          date  and (ii) such time as you procure other full time\n          employment.  You agree that if you procure  other  full\n          time  employment  prior  to the  twenty-fourth  payment\n          referenced  above, you will provide the Company  prompt\n          written notice thereof.\n\n=====================================================================\n\n\nMr. Paul E. Francis\nJanuary 24, 1997\nPage 2\n\n\n          (b)   The  Company  shall permit you to  continue  your\n          participation  in  its  medical  and  dental  insurance\n          programs  at  the associate rate of contribution,  from\n          the  Separation Date throughout the period during which\n          you  are  receiving severance compensation pursuant  to\n          paragraph  3(a) above.  At the end of that period,  you\n          shall  be  entitled to participate in such programs  in\n          accordance with the applicable COBRA regulations.\n\n          (c)  If the Separation Date occurs before the time that\n          the  Company  makes incentive compensation payments  to\n          its   associates   under  the  Management   Performance\n          Compensation Plan (the 'Performance Plan') for the Fall\n          1996  Season, the Company shall also make a payment  to\n          you,  at  the  time that such payment is  made  to  all\n          associates,  in  an  amount  equal  to  the   incentive\n          compensation payment you would have received under  the\n          Performance Plan for the Fall 1996 Season  if  you  had\n          continued to be employed by the Company (less Taxes).\n\n          (d)   The  'performance options' previously granted  to\n          you   under   the  Company's  1992  Stock  Option   and\n          Restricted  Stock and Restricted Unit Award  Plan  (the\n          'Option Plan') and the related stock option agreements,\n          and   listed   on  Schedule  I  hereto,  shall   remain\n          outstanding  through  February  28,  1999   and   shall\n          continue  to  be eligible for vesting and  exercise  in\n          accordance  with the terms set forth in the  applicable\n          stock option agreements as if you had continued in  the\n          employ  of  the  Company through such date.   All  such\n          performance  options that have not vested  or  are  not\n          exercised by the close of business on February 28, 1999\n          shall be canceled at such time.\n\n                Certain of the 'time options' previously  granted\n          to  you  under  the Option Plan and the  related  stock\n          option  agreements, also listed on Schedule  I  hereto,\n          that  would not have vested until after April  6,  1997\n          shall  be canceled as of the Separation Date.  However,\n          the  remaining 'time options' previously granted to you\n          and   listed  on  Schedule  I  shall  continue  to   be\n          outstanding  and  shall  vest in  accordance  with  the\n          original  vesting schedule applicable thereto,  through\n          and including April 6, 1997 as if you had continued  in\n          the  employ of the Company through such date,  and  all\n          vested  time  options shall be exercisable through  the\n          close  of business on February 28, 1999 as if  you  had\n          continued  in  the employ of the Company  through  such\n          time.    All   unexercised  vested  time  options   not\n          exercised by the close of business on February 28, 1999\n          shall be canceled at such time.\n\n=====================================================================\n\n\nMr. Paul E. Francis\nJanuary 24, 1997\nPage 3\n\n\n4.   In  consideration of the compensation described in paragraph\n     3  above,  on  the  Separation Date you  shall  execute  and\n     deliver to the Company a Release in the form of Schedule  II\n     hereto.\n\n5.   You represent that you have not filed against the Company or\n     the  Company's  parents,  subsidiaries,  affiliates  or  any\n     Related Persons (as defined in Schedule II), any complaints,\n     charges or law suits arising out of your employment  by  the\n     Company, or any other matter arising on or prior to the date\n     hereof.   You  covenant and agree that  you  will  not  seek\n     recovery   against  the  Company  or  any  of  its  parents,\n     subsidiaries, affiliates or any Related Person  arising  out\n     of  any of the matters set forth in this paragraph or any of\n     the matters that are the subject of the Release referred  to\n     in paragraph 4.\n\n6.   Nothing  set forth in this agreement shall prevent you  from\n     enforcing the terms of this agreement, nor do you  waive  or\n     lose  any  rights that you have to compensation  for  vested\n     accrued unused 1997 vacation, or any rights that you have as\n     a  former  employee under the Company's stock option  plans,\n     stock  purchase plan, or retirement or insurance  plans,  as\n     applicable.\n\n7.   You  represent  that you have returned or  will  immediately\n     return  to the Company all confidential information  of  the\n     Company ('Company Information'), and you will not retain any\n     copies, reproductions or excerpts thereof, including without\n     limitation  mailing lists, customer lists,  reports,  files,\n     memoranda,  records,  credit  cards,  door  and  file  keys,\n     training  manuals,  and other physical or personal  property\n     which  you  received  or  prepared  or  helped  prepare   in\n     connection  with your employment by the Company,  and  other\n     technical,  business  or  financial  information  or   trade\n     secrets  the use or disclosure of which might reasonably  be\n     construed to be contrary to the interests of the Company  or\n     any Related Person.\n\n8.   In  the  course  of  your employment with  the  Company  you\n     acquired  confidential Company Information.  You  understand\n     and agree that such Company Information was disclosed to you\n     in  confidence  and  for the benefit and  use  of  only  the\n     Company.   You acknowledge that you have no ownership  right\n     or  interest  in any Company Information used  or  developed\n     during  the  course of your employment.  You understand  and\n     agree  that  (a)  you  will  keep such  Company  Information\n     confidential  at  all times after your employment  with  the\n     Company and (b) you will not make use of Company Information\n     on your own behalf or on behalf of any third party.\n\n\n=====================================================================\n\n\nMr. Paul E. Francis\nJanuary 24, 1997\nPage 4\n\n\n9.   You agree that, from the date hereof through February 28,\n     1999, you will not solicit, entice, persuade, induce or\n     influence any individual who is an employee of the Company\n     to terminate his or her employment with the Company or to\n     become employed by any other individual or entity, and you\n     shall not approach any such employee for any such purpose.\n     Any breach of the terms of this paragraph shall result in\n     your automatic forfeiture of the severance compensation set\n     forth in paragraph 3 above.\n\n10.  The  Company advises you to consult with an attorney of your\n     choosing prior to signing this agreement.  You confirm  that\n     you  have  the right and have been given the opportunity  to\n     review  this  agreement and, specifically, the  release  set\n     forth  in paragraph 4 and the representations and agreements\n     set  forth in paragraph 5, with an attorney of your  choice.\n     You  also understand and agree that the Company is under  no\n     obligation to offer you the severance compensation set forth\n     in  paragraph  3  and that you are under  no  obligation  to\n     consent  to  the release set forth in paragraph  4  and  the\n     representations and agreements set forth in paragraph 5, and\n     that  you  have  entered  into  this  agreement  freely  and\n     voluntarily.\n\n11.  You  may have forty-five days to consider the terms of  this\n     agreement.    Furthermore,  once  you   have   signed   this\n     agreement, you will have seven additional days from the date\n     you  sign  it  to  revoke  your  consent.   To  revoke  this\n     agreement you must clearly communicate your decision  to  do\n     so  to  the Senior Vice President - Human Resources  of  the\n     Company  (212-541-3361) within the seven day  period.   This\n     agreement  will not become effective until seven days  after\n     the  date you have signed it, as indicated on the last  page\n     hereof.  Such seventh day is considered to be the 'Effective\n     Date' of this agreement.\n\n12.  You  agree  to keep the terms of your severance compensation\n     and this agreement confidential, other than as necessary  to\n     consult with your legal or tax advisors.\n\n13.  The  terms  in  this letter constitute the entire  agreement\n     between us and may not be altered or modified other than  in\n     a  writing  signed  by  you and the  Company.   This  letter\n     supersedes  in  its  entirety the letter  to  you  from  the\n     Company  dated  January  13, 1997.  You  represent  that  in\n     executing this letter agreement you do not rely and have not\n     relied  upon any representation or statement not  set  forth\n     herein   made   by  the  Company  or  any  of  its   agents,\n     representatives, attorneys or Related Persons  with  respect\n     to  the  subject  matter, basis or  effect  of  this  letter\n     agreement, or otherwise.\n\n\n=====================================================================\n\n\nMr. Paul E. Francis\nJanuary 24, 1997\nPage 5\n\n\n\n14.  This agreement will be governed by the laws of the State  of\n     New York, without reference to its choice of law rules.\n\nIf  this letter correctly sets forth our understanding, please so\nsignify  by  signing and dating the enclosed copy of this  letter\nand  returning it to the Senior Vice President - Human Resources,\nAnnTaylor, Inc., 142 West 57th Street, New York, New York 10019.\n\nVery truly yours,\n\nAnnTaylor, Inc.\n\n\nBy:  \/s\/ J. Patrick Spainhour \n     __________________________\n          Chairman &amp; CEO\n                                \n\n\n\n\n\nAGREED TO AND ACCEPTED:\n\n\/s\/ Paul E. Francis\n___________________________\n    PAUL E. FRANCIS\n\nDated: January 24, 1997\n       ----------------\n\n===========================================================================\n\n\nMr. Paul E. Francis                           \nJanuary 24, 1997\nPage 6\n                           \n                           SCHEDULE  I\n                                \n                  STOCK OPTION GRANTS UNDER THE\n         ANNTAYLOR STORES CORPORATION 1992 STOCK OPTION\n       AND RESTRICTED STOCK AND RESTRICTED UNIT AWARD PLAN\n                                \n\n\n\nPerformance Options\n--------------------\n:----------:-------------:--------------------:\n:   Grant  :  Exercise   :   No. Performance  :\n:    Date  :   Price     :   Options Awarded  :\n:----------:-------------:--------------------:\n:          :             :                    :\n:  02\/23\/94:   $25.375   :      53,336        :\n:----------:-------------:--------------------:\n:  02\/24\/95:   $33.000   :      20,000        :\n:----------:-------------:--------------------:\n\n\nTime Options\n-------------\n                                \n:----------:----------:------------:-----------:---------------:-------------:\n:          :          :            : No. Time  :   No. Time    : No. Time    :\n:          :          : No. Time   :  Options  :    Options    :  Options    :\n:  Grant   : Exercise :  Options   : Vested at :    Canceled   :Vesting in   :\n:   Date   :  Price   :  Awarded   :  2\/21\/97  :   on 2\/21\/97  :   Future    :\n:----------:----------:------------:-----------:---------------:-------------:\n: 04\/06\/93 :  $18.125 :  30,000    :   24,000  :          0    :    6,000    :\n:          :          :            :           :               :  (4\/6\/97)   :\n:----------:----------:------------:-----------:---------------:-------------:\n: 04\/06\/93 :  $26.000 :  40,000    :   32,000  :          0    :    8,000    :\n:          :          :            :           :               :  (4\/6\/97)   :\n:----------:----------:------------:-----------:---------------:-------------:\n: 02\/23\/94 :  $25.375 :  26,664    :   13,332  :      6,666    :    6,666    :\n:          :          :            :           :               :  (2\/23\/97)  :\n:----------:----------:------------:-----------:---------------:-------------:\n: 02\/24\/95 :  $33.000 :  10,000    :    2,500  :      5,000    :    2,500    :\n:          :          :            :           :               : (2\/24\/97)   :\n:----------:----------:------------:-----------:---------------:-------------:\n\n\n==============================================================================\n\n\n                          SCHEDULE II\n\n                 FORM OF RELEASE TO BE DELIVERED\n                      ON THE SEPARATION DATE\n\n\nReference is made to the agreement dated January 24, 1997 between\n\nthe  undersigned,  Paul  E.  Francis, and  AnnTaylor,  Inc.  (the\n\n'Company'),  relating  to the separation  of  employment  of  the\n\nundersigned from the Company (the 'Agreement').\n\n\n\n\nIn  consideration of the compensation described in paragraph 3 of\n\nthe Agreement, I, Paul Francis, hereby voluntarily, knowingly and\n\nwillingly release and forever discharge the Company, its parents,\n\nsubsidiaries  and  affiliates,  together  with  its   and   their\n\nrespective    officers,   directors,   partners,    shareholders,\n\nemployees,  successors  and assigns (collectively,  the  'Related\n\nPersons'),   from  any  and  all  charges,  complaints,   claims,\n\npromises, agreements, controversies, causes of action and demands\n\nof  any nature whatsoever which against any of them that I or  my\n\nheirs, executors, administrators, successors or assigns ever had,\n\nnow  have  or hereafter can, shall or may have by reason  of  any\n\nmatter,  cause or thing whatsoever arising through and  including\n\nthe  date  of this Release.  This release includes,  but  is  not\n\nlimited  to,  any  rights or claims relating in  any  way  to  my\n\nemployment  relationship  with the Company,  or  the  termination\n\nthereof,  or  under  any  statute,  including  the  federal   Age\n\nDiscrimination in Employment Act, Title VII of the  Civil  Rights\n\nAct,  The  Americans With Disabilities Act, the  New  York  Human\n\nRights Law, and any other federal, state or local law.\n\n\n\nThe  foregoing notwithstanding, this Release shall not constitute\n\na  release or waiver of any rights that the undersigned may  have\n\nto   indemnification  from  the  Company  or   AnnTaylor   Stores\n\nCorporation  in connection with the action captioned Carol  Novak\n                                                      -----------\nand  Robert  Nieman,  On  behalf of  Themselves  and  All  Others\n-----------------------------------------------------------------\nSimilarly  Situated v. Sally Frame Kasas [sic], et  al.,  No.  96\n-------------------------------------------------------\nCiv. 3073 (BDP) (S.D.N.Y.).  The undersigned shall cooperate with\n\nthe Company in connection with the defense of this matter.\n\n\n\n\nI  represent  that I have not filed against the  Company  or  the\n\nCompany's  parents,  subsidiaries,  affiliates  or  any   Related\n\nPersons, any complaints, charges or law suits arising out  of  my\n\nemployment  by  the Company, or any other matter  arising  on  or\n\nprior  to the date hereof, and I covenant and agree that  I  will\n\nnot  seek  recovery against the Company or any  of  its  parents,\n\nsubsidiaries, affiliates or any Related Person arising out of any\n\nof the matters set forth in the second paragraph of this Release.\n\n\n\n\nIN WITNESS WHEREOF, I have executed and delivered this Release to\n\nthe Company as of this 14th day of February, 1997.\n                                        \n                                        \n\n                                        _______________________\n                                        Paul E. Francis\n                                        \n____________________\n  Witness\n\n====================================================================\n\n\n                               RELEASE\n\n\n\n\nReference is made to the agreement dated January 24, 1997 between\n\nthe  undersigned,  Paul  E.  Francis, and  AnnTaylor,  Inc.  (the\n\n'Company'),  relating  to the separation  of  employment  of  the\n\nundersigned from the Company (the 'Agreement').\n\n\n\nIn  consideration of the compensation described in paragraph 3 of\n\nthe Agreement, I, Paul Francis, hereby voluntarily, knowingly and\n\nwillingly release and forever discharge the Company, its parents,\n\nsubsidiaries  and  affiliates,  together  with  its   and   their\n\nrespective    officers,   directors,   partners,    shareholders,\n\nemployees,  successors  and assigns (collectively,  the  'Related\n\nPersons'),   from  any  and  all  charges,  complaints,   claims,\n\npromises, agreements, controversies, causes of action and demands\n\nof  any nature whatsoever which against any of them that I or  my\n\nheirs, executors, administrators, successors or assigns ever had,\n\nnow  have  or hereafter can, shall or may have by reason  of  any\n\nmatter,  cause or thing whatsoever arising through and  including\n\nthe  date  of this Release.  This release includes,  but  is  not\n\nlimited  to,  any  rights or claims relating in  any  way  to  my\n\nemployment  relationship  with the Company,  or  the  termination\n\nthereof,  or  under  any  statute,  including  the  federal   Age\n\nDiscrimination in Employment Act, Title VII of the  Civil  Rights\n\nAct,  The  Americans With Disabilities Act, the  New  York  Human\n\nRights Law, and any other federal, state or local law.\n\n\n\n\nThe  foregoing notwithstanding, this Release shall not constitute\n\na  release or waiver of any rights that the undersigned may  have\n\nto   indemnification  from  the  Company  or   AnnTaylor   Stores\n\nCorporation  in connection with the action captioned Carol  Novak\n                                                     ------------\nand  Robert  Nieman,  On  behalf of  Themselves  and  All  Others\n-----------------------------------------------------------------\nSimilarly  Situated v. Sally Frame Kasas [sic], et  al.,  No.  96\n-------------------------------------------------------\nCiv. 3073 (BDP) (S.D.N.Y.).  The undersigned shall cooperate with\n\nthe Company in connection with the defense of this matter.\n\n\n\nI  represent  that I have not filed against the  Company  or  the\n\nCompany's  parents,  subsidiaries,  affiliates  or  any   Related\n\nPersons, any complaints, charges or law suits arising out  of  my\n\nemployment  by  the Company, or any other matter  arising  on  or\n\nprior  to the date hereof, and I covenant and agree that  I  will\n\nnot  seek  recovery against the Company or any  of  its  parents,\n\nsubsidiaries, affiliates or any Related Person arising out of any\n\nof the matters set forth in the second paragraph of this Release.\n\n\n\nIN WITNESS WHEREOF, I have executed and delivered this Release to\n\nthe Company as of this 14th day of February, 1997.\n                                        \n                                        \n                                        \/s\/ Paul E. Francis\n                                        _______________________\n                                            Paul E. Francis\n\/s\/ Jocelyn Barandiaran                                        \n________________________\n  Witness\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":[9539,9551],"class_list":["post-40461","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40461","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=40461"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40461"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40461"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40461"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}