{"id":40462,"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-stores-corp-and-patricia-derosa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-anntaylor-stores-corp-and-patricia-derosa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-anntaylor-stores-corp-and-patricia-derosa.html","title":{"rendered":"Separation Agreement &#8211; AnnTaylor Stores Corp. and Patricia DeRosa"},"content":{"rendered":"<pre>                                   ANNTAYLOR\n\n\n                            PERSONAL AND CONFIDENTIAL\n                            -------------------------\n\n\nDated as of\nJanuary 15, 2001\n\n\n\nMs. Patricia DeRosa\n11 Rockridge Avenue\nGreenwich, CT  06831\n\n\nDear Patti:\n\nReference is made to the Employment  Agreement  between you and AnnTaylor Stores\nCorporation  (the \"Company\") dated November 25, 1996, as amended by Amendment #1\nthereto dated  February 16, 2000 (as so amended,  the  \"Employment  Agreement\").\nCapitalized  terms not defined in this letter  agreement shall have the meanings\nascribed thereto in the Employment Agreement.\n\nIn  connection  with your  separation  from the Company,  and in addition to the\nseverance  compensation  to  which  you  are  entitled  under  Section  6 of the\nEmployment  Agreement,  this will  confirm  the  agreement  between  you and the\nCompany regarding your separation of employment:\n\n1.   We agree that your date of separation  from employment with the Company and\n     its subsidiaries is January 15, 2001 (the \"Separation Date\") and, effective\n     as of the  Separation  Date,  you hereby  resign from your  positions as an\n     officer and director of the Company,  AnnTaylor, Inc., and all other direct\n     and indirect subsidiaries of the Company.\n\n2.   In  consideration  of the release  set forth in  paragraph 4 of this letter\n     agreement,  and  the  representations  and  agreements  set  forth  herein,\n     including  those set forth in  paragraph  5 of this letter  agreement,  the\n     Company  agrees  to  pay  to  you  the  additional  severance  compensation\n     described in paragraph 3 below.\n\n3.   Subject to this letter agreement  becoming effective and to your compliance\n     with the terms hereof, you shall receive additional severance  compensation\n     equal to:\n\n     (a)  Cash  compensation  in an amount equal to the  incentive  compensation\n          payment you would have  received  under the  Company's  Long Term Cash\n          Incentive Compensation Plan for the 1998-2000 Performance Cycle if you\n          had  continued  to be employed by the  Company  (minus all  applicable\n          federal,  state and local withholding taxes),  payable on the later of\n\n================================================================================\nMs. Patricia DeRosa\nDated as of January 15, 2001\nPage 2\n\n\n          (i) the date on which payments for such Performance  Cycle are made to\n          active  employees  under  the  Plan,  and (ii)  five  days  after  the\n          Effective Date (as defined in paragraph 8 below).\n\n     (b)  The Time Vesting Stock Options  listed on Schedule A attached  hereto,\n          granted to you under the  Company's  1992 Stock Option and  Restricted\n          Stock and Unit Award Plan (the  \"Option  Plan\") and the related  stock\n          option  agreements  between  you and the  Company  (collectively,  the\n          \"Schedule A Options\"),  shall remain  outstanding  throughout  the the\n          Severance Period (as defined in the Employment  Agreement) and for the\n          90 days following the end of the Severance Period,  and shall continue\n          to be eligible for vesting and exercise in  accordance  with the terms\n          of the  Plan  and  the  applicable  option  agreement,  as if you  had\n          continued  to be  employed  by the Company  during  such  period.  Any\n          Schedule A Options  remaining  unvested or unexercised at the close of\n          business on the  ninetieth day following the last day of the Severance\n          Period shall be canceled at such time.\n\n          The  foregoing notwithstanding,  in the event that you take any action\n          in   contravention   of  the   non-solicitation   or  non-compete\n          provisions  of  the  Employment   Agreement  (Section  7  of  the\n          Employment  Agreement),  or in  violation  of the  terms  of this\n          letter  agreement,  all  Schedule  A  Options  shall no longer be\n          exercisable and shall be immediately canceled.\n\n4.   In consideration  of the  compensation  described in paragraph 3 above, and\n     subject to the provisions of paragraph 6 below, you voluntarily,  knowingly\n     and willingly release and forever  discharge the Company,  its subsidiaries\n     and affiliates, together with its and their respective officers, directors,\n     partners,  shareholders,  employees,  successors and assigns (collectively,\n     the  \"Related  Persons\"),  from any and all  charges,  complaints,  claims,\n     promises,  agreements,  controversies,  causes of action and demands of any\n     nature  whatsoever which against any of them you or your heirs,  executors,\n     administrators,  successors or assigns ever had, now have or hereafter can,\n     shall or may  have by  reason  of any  matter,  cause  or thing  whatsoever\n     arising to the time you sign this agreement.  This release includes, but is\n     not limited to, any rights or claims relating in any way to your employment\n     relationship  with the  Company,  or the  cessation  thereof,  or under any\n     statute,  including  claims for age  discrimination  under the  federal Age\n     Discrimination  in Employment  Act, and claims under Title VII of the Civil\n     Rights Act, The Americans With  Disabilities Act, the New York Human Rights\n     Law, and any other federal, state or local law.\n\n5.   You  represent  that you have not filed  against  the Company or any of the\n     Company's subsidiaries,  affiliates or any Related Persons, any complaints,\n     charges or law suits arising out of your employment by the Company,  or any\n     other matter arising on or prior to the date hereof. You covenant and agree\n     that  you  will  not  seek  recovery  against  the  Company  or  any of its\n     subsidiaries,  affiliates or any Related  Person  arising out of any of the\n     matters  set forth in this  paragraph  or any of the  matters  that are the\n     subject of paragraph 4 hereof.\n\n================================================================================\nMs. Patricia DeRosa\nDated as of January 15, 2001\nPage 3\n\n\n\n6.   The provisions of paragraph 4 above notwithstanding, nothing in this letter\n     agreement  shall prevent you from  enforcing  the terms of this  agreement.\n     Further, the provisions of paragraph 4 above shall not constitute a release\n     or waiver of any of your rights with respect to any severance  compensation\n     to which you are entitled under Section 6 of the Employment  Agreement,  or\n     any  of  your  rights  to  indemnification  by  the  Company  or any of its\n     subsidiaries  under,  and in accordance  with the terms of, the  respective\n     Certificates  of  Incorporation   and  By-Laws  of  the  Company  and  such\n     subsidiaries,  or  any  indemnification  of  you  by  the  Company  or  its\n     subsidiaries  required by any applicable  law, nor do you waive or lose any\n     rights  that  you have to  compensation  for  vested  accrued  unused  2001\n     vacation,  or any  rights  that  you have as a former  employee  under  the\n     Company's  stock  option  plan,  stock  purchase  plan,  or  retirement  or\n     insurance plans, as applicable.\n\n7.   The Company  advises you to consult with an attorney of your choosing prior\n     to signing  this  agreement.  You confirm  that you have the right and have\n     been given the opportunity to review this agreement and, specifically,  the\n     release set forth in paragraph 4 and the representations and agreements set\n     forth in paragraph 5, with an attorney of your choice.  You also understand\n     and  agree  that  the  Company  is  under no  obligation  to offer  you the\n     severance  compensation  set forth in paragraph 3 and that you are under no\n     obligation  to  consent to the  release  set forth in  paragraph  4 and the\n     representations  and agreements set forth in paragraph 5, and that you have\n     entered into this agreement freely and voluntarily.\n\n8.   You may have  twenty-one  days to  consider  the  terms of this  agreement.\n     Furthermore,  once you have  signed  this  agreement,  you will have  seven\n     additional days from the date you sign it to revoke your consent. To revoke\n     this agreement you must clearly  communicate  your decision to do so to the\n     Senior Vice  President  - Human  Resources  of the  Company  (212-541-3361)\n     within the seven day period. This agreement will not become effective until\n     seven days after the date you have signed it, as indicated on the last page\n     hereof.  Such seventh day is considered to be the \"Effective  Date\" of this\n     agreement.\n\n9.   The terms in this letter constitute the entire agreement between us and may\n     not be altered or  modified  other than in a writing  signed by you and the\n     Company.  This letter supersedes in its entirety the letter to you from the\n     Company dated January 15, 2001. You represent that in executing this letter\n     agreement  you do not rely and have not relied upon any  representation  or\n     statement  not set forth  herein  made by the Company or any of its agents,\n     representatives,  attorneys or Related  Persons with respect to the subject\n     matter, basis or effect of this letter agreement, or otherwise.\n\n================================================================================\nMs. Patricia DeRosa\nDated as of January 15, 2001\nPage 4\n\n\n\n10.  This  agreement  will be  governed  by the laws of the  State of New  York,\n     without reference to its choice of law rules.\n\nIf this  letter  correctly  sets forth our  understanding,  please so signify by\nsigning and dating the enclosed copy of this letter and returning it to me.\n\n\nVery truly yours,\n \nAnnTaylor Stores Corporation\n\n\nBy:    \/s\/J. Patrick Spainhour\n       -----------------------\n     Chairman and Chief Executive Officer\n\n                                                   AGREED  TO  AND  ACCEPTED:\n                                                   \/s\/ Patricia DeRosa\n                                                   -------------------\n                                                   PATRICIA  DEROSA\n                                                   Dated:  February 12, 2001\n================================================================================\n\nMs. Patricia DeRosa\nDated as of January 15, 2001\nPage 5\n\n\n--------------------------------------------------------------------------------\n\n                                   SCHEDULE A\n\n--------:------------:-------------:-----------:------------------------------\n  A     :     B      :    C        :    D      :             E           \n--------:------------:-------------:-----------:-------------------------------\n        :            :             :  Number   :\n        :            :             :  of Out-  :\n        :            :             :  standing :\n        :            :             :  Options  :\n        :            : Number of   :     in    :\n        :            : Options     :  Column C :\n        :            : Remaining   :  that are :\n        :            : Outstanding :  Vested   :\nGrant   :   Exercise : as of       :  as of    :Summary of Vesting Terms (see\nDate    :   Price    : 1\/15\/01     :  1\/15\/01  :Option Agreement for full terms)\n--------:------------:-------------:-----------:--------------------------------\n4\/21\/98 :   $15.50   :  10,000     :   5,000   : vest 25% per anniversary of\n        :            :             :           : grant date\n--------:------------:-------------:-----------:--------------------------------\n3\/8\/99  :   $44.25   :  35,000     :   8,750   : vest 25% per anniversary of \n        :            :             :           : grant date\n--------:------------:-------------:-----------:--------------------------------\n3\/10\/00 :   $23.9375 :  40,000     :       0   : vest 25% per anniversary of\n        :            :             :           : grant date\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-40462","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\/40462","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=40462"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40462"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40462"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40462"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}