{"id":41694,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/142-west-57th-street-new-york-ny-sublease-agreement-societe.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"142-west-57th-street-new-york-ny-sublease-agreement-societe","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/142-west-57th-street-new-york-ny-sublease-agreement-societe.html","title":{"rendered":"142 West 57th Street (New York, NY) Sublease Agreement &#8211; Societe Air France and Ann Taylor Inc."},"content":{"rendered":"<pre>\n                               SUBLEASE AGREEMENT\n\n\n\n\n\n                               SOCIETE AIR FRANCE\n                                       As Sublandlord\n\n\n                                       AND\n\n\n\n\n\n                                ANN TAYLOR, INC.\n                                        As Subtenant\n\n\n\n                   Dated as of the 23rd day of February, 1999\n\n\n\n                      Premises:  18th Floor and Portion of 17th Floor\n                                      142 West 57th Street\n                                      New York, New York\n\n\n--------------------------------------------------------------------------------\n\n\n                        TABLE OF CONTENTS\n\n\n1.  SUBLEASING.............................................   1\n2.  RENT...................................................   2\n3.  SUBORDINATION TO MAIN LEASE............................   3\n4.  RIGHTS AND OBLIGATIONS: EXCEPTIONS.....................   4\n5.  USE....................................................   5\n6.  ELECTRICITY............................................   6\n7.  DEFAULT................................................   6\n8.  CONDITION OF SUBLET PREMISES...........................   6\n9.  IMPROVEMENTS...........................................   7\n10. ADDITIONAL SERVICES REQUIRED BY SUBTENANT..............   7\n11. ASSIGNMENT AND SUBLETTING..............................   7\n12. ATTORNMENT.............................................   8\n13. SUBTENANT'S REPRESENTATIONS............................   8\n14. SUBLANDLORD'S REPRESENTATIONS..........................   9\n15. BROKERS................................................  10\n16. SUBLANDLORD'S PERFORMANCE UNDER MAIN LEASE.............  10\n17. NOTICES................................................  10\n18. INSURANCE..............................................  11\n19. ENTIRE AGREEMENT.......................................  11\n20. NEW YORK LAW...........................................  11\n21. SUCCESSORS AND ASSIGNS.................................  11\n22. RENEWAL OPTION.........................................  11\n23. HEADINGS...............................................  12\n24. LANDLORD'S CONSENT.....................................  12\n\n                                      -i-\n--------------------------------------------------------------------------------\n\n\n\n\n\n                               SUBLEASE AGREEMENT\n\n\n\n        THIS SUBLEASE AGREEMENT  (hereinafter  referred to as the 'SUBLEASE') is\n        -----------------------                                    \nmade as of the 23rd day of February,  1999 between SOCIETE AIR FRANCE  (formerly\n                                                   -----------------\n\nknown as Compagnie Nationale Air France), a French corporation  authorized to do\n\nbusiness in New York State,  having offices at 888 Seventh Avenue, New York, New\n\nYork 10022 (hereinafter  referred to as 'SUBLANDLORD')  and ANN TAYLOR,  INC., a\n                                                            ----------------\nDelaware  corporation having offices at 142 West 57th Street, New York, New York\n\n10019 (hereinafter referred to as 'SUBTENANT').\n\n\n                                   WITNESSETH:\n                                   -----------\n            \n        WHEREAS,  pursuant to a certain  Lease  dated as of May 3, 1993  between\n        -------\nCarven  Associates,  as landlord  (hereinafter  referred to as 'LANDLORD'),  and\n\nSublandlord, as tenant as modified by Amendment To Lease dated 1993 (hereinafter\n\ncollectively referred to the 'MAIN LEASE' or 'LEASE'), Sublandlord is the tenant\n\nof certain  premises  consisting  of the entire  18th floor and a portion of the\n\n17th floor in the building  located at142 West 57th Street,  New York,  New York\n\n(hereinafter referred to as the 'BUILDING'); and\n\n\n\n        WHEREAS,  Sublandlord  wishes to sublease to  Subtenant,  and  Subtenant\n        -------\nwishes to sublet from Sublandlord, the premises demised to Sublandlord under the\n\nMain Lease (hereinafter referred to as the 'SUBLET PREMISES').\n\n\n\n        NOW,  THEREFORE,  for and in  consideration of the rental payments to be\n        ---------------\nmade  hereunder  by  Subtenant  to  Sublandlord  and  the  mutual  consideration\n\nhereinafter set forth,  Sublandlord  and Subtenant  hereby covenant and agree as\n\nfollows:\n\n\n\n1.      SUBLEASING\n\n(a)  Sublandlord  does hereby  sublease to Subtenant,  and Subtenant does hereby\nhire and take from  Sublandlord,  the  Sublet  Premises  for the term and on the\nconditions  hereinafter set forth,  and subject to all the terms,  covenants and\nprovisions of the Main Lease, except as otherwise herein provided.\n\n(b) The  term of this  Sublease  shall  commence  on June 1,  1999  (hereinafter\nsometimes referred to as the 'Sublease  Commencement  Date') and shall expire at\nnoon on  September  30, 2006 or such  earlier  date on which this  Sublease  may\nexpire or be cancelled or  terminated  pursuant to its terms or the terms of the\nMain Lease or as  provided  by law  (hereinafter  referred  to as the  'Sublease\nExpiration Date') .\n\n--------------------------------------------------------------------------------\n\n\n2.      RENT\n\n(a) Subtenant  covenants and agrees to pay to Sublandlord  rent (herein referred\nto as the 'Fixed Rent') for the Sublet  Premises at the rate of (i)  $925,000.00\nper  annum,  in equal  monthly  installments  of  $77,083.00,  from June 1, 1999\nthrough  December 31, 2002, and (ii)  $1,017,500.00  per annum, in equal monthly\ninstallments  of  $84,791.67,  from January 1,  2003through  September 30, 2006.\nFixed Rent shall be payable in advance on the first day of each calendar month.\n\n        Fixed Rent and all other  amounts  payable by Subtenant  to  Sublandlord\nunder the  provisions of this Sublease  (herein  referred to as the  'ADDITIONAL\nRENT') shall be paid promptly when due, without notice or demand  therefor,  and\nwithout  deduction,  abatement,  counterclaim or setoff of any amount or for any\nreason  whatsoever  except as may be otherwise  provided herein.  Fixed Rent and\nAdditional  Rent  shall be paid to  Sublandlord  in lawful  money of the  United\nStates at the address of Sublandlord set forth in Article 17 of this Sublease or\nto such other person or at such other  address as  Sublandlord  may from time to\ntime  designate by notice to  Subtenant  as provided  for herein.  No payment by\nSubtenant  or  receipt  by  Sublandlord  of any  lesser  amount  than the amount\nstipulated  to be paid  hereunder  shall be deemed  other than on account of the\nearliest  stipulated  Fixed Rent or Additional Rent nor shall any endorsement or\nstatement  on any check or letter be  deemed  an accord  and  satisfaction,  and\nSublandlord may accept any check or payment without  prejudice to  Sublandlord's\nright to recover  the  balance due or to pursue any other  remedy  available  to\nSublandlord.  Any  provision  in the  Main  Lease  referring  to  fixed  rent or\nadditional rent incorporated herein by reference shall be deemed to refer to the\nFixed Rent and Additional Rent due under this Sublease.\n\n(b) In  addition  to the  Fixed  Rent,  Subtenant  shall pay to  Sublandlord  as\nAdditional  Rent,  within ten (10) days' after demand from Sublandlord from time\nto time: (x) the difference,  if any, between (i) Tenant's 'Tax Payment' payable\nby  Sublandlord  as tenant  under the Main Lease  during any 'Tax Year' (as said\nterms are  defined in  Article  39 of the Main  Lease),  and (ii)  Tenant's  Tax\nPayment  payable by Sublandlord as tenant under the Main Lease for Tax Year July\n1, 1998 - June 30, 1999, and (y) the difference, if any, between (i) Subtenant's\nShare of Tenant's 'Operating Payment' payable by Sublandlord as tenant under the\nMain Lease during any 'Operation  Year' (as said terms are defined in Article 40\nof the Main Lease),  and (ii) Tenant's  Operating Payment payable by Sublandlord\nas tenant under the Main Lease for Operation  Year 1999.  All such demands shall\nbe accompanied  by a copy of any invoice,  bill,  notice or request  received by\nSublandlord from Landlord. Subtenant shall also pay to Sublandlord as Additional\nRent, upon demand from time to time, all other amounts payable by Sublandlord to\nLandlord under the Main Lease pursuant to the provisions thereof. If Sublandlord\nis required by Landlord under the Main Lease to make advance payments, estimated\npayments or deposits of any of the foregoing amounts,  Subtenant shall make such\nadvance payments,  estimated payments or deposits to Sublandlord consistent with\n\n--------------------------------------------------------------------------------\n\n\n\nthe above  provisions.  Subtenant's  obligations  under this  Article 2 shall be\napportioned  for any period at the beginning or end of the term of this Sublease\nthat is less than a full  calendar year or fiscal year.  Sublandlord  shall have\nthe right to demand  payment of any amount of such  Additional  Rent  during the\nterm of this  Sublease or after the  expiration  of the term of this Sublease or\nthe earlier termination of this Sublease.\n\n(c) If the sum of any  installment  or estimated  payments  made by Subtenant on\naccount of any or all of the items set forth in subparagraph (b) of this Article\n2 exceed  Sublandlord's share of such item(s) under the Main Lease for any year,\nSublandlord  shall refund the excess to Subtenant within ten (10) days after the\namount of the excess is refunded to Sublandlord  by Landlord.  If the sum of any\ninstallment or estimated  payments made by Subtenant on account of any or all of\nthe  items set forth in  subparagraph  (b) of this  Article 2 are less than such\nitem(s)  under the Main  Lease for any year,  Subtenant  shall pay the amount of\nsuch deficiency to Sublandlord within ten (10) days after demand.\n\n(d) All costs,  expenses and fees other than Fixed Rent which Subtenant  assumes\nor agrees to pay pursuant to this Sublease (including,  without limitation,  all\ncosts,  expenses and fees payable by  Sublandlord as tenant under the Main Lease\nwhich are  payable  hereunder  by  Subtenant  by their  incorporation  herein by\nreference to the Main Lease) shall be deemed  Additional  Rent and, in the event\nof non-payment,  Sublandlord shall have all the rights and remedies provided for\nin the case of non-payment of Fixed Rent.\n\n(e)  Subtenant  shall  pay,  on or before the date same is due,  any  occupancy,\nsales, use or similar tax, charge or fee that is at any time due or payable with\nrespect to the  occupancy or use of the Sublet  Premises or the payment of Fixed\nRent or Additional Rent by Subtenant to  Sublandlord,  and which is attributable\nto this Sublease.\n\n3.      SUBORDINATION TO MAIN LEASE\n\n        This Sublease is and shall be expressly  subject and  subordinate to all\nof the terms,  provisions,  covenants,  agreements  and  conditions  of the Main\nLease.  This  Sublease  is also  subject  and  subordinate  to all  instruments,\nagreements  and other  matters to which the Main Lease is or shall be subject or\nsubordinate.\n\n4.      RIGHTS AND OBLIGATIONS; EXCEPTIONS\n\n(a) A copy of the Main Lease,  with certain  financial terms redacted,  has been\ndelivered to  Subtenant.  Subtenant  confirms  that  Subtenant has read the Main\nLease and is familiar with the terms and provisions thereof. Except as otherwise\nexpressly provided herein, all of the terms, provisions,  covenants,  agreements\nand conditions of the Main Lease are incorporated herein by reference and made a\npart of this Sublease with the same force and effect as though set forth in full\nherein.  Subtenant  shall conform to, and use the Sublet  Premises in accordance\n\n--------------------------------------------------------------------------------\n\n\n\nwith,  all the terms,  provisions,  covenants,  agreements and conditions of the\nMain Lease,  and will do no act which will result in a violation  of said terms,\nprovisions,  covenants,  agreements and conditions.  Subtenant shall perform the\nterms, provisions, covenants, agreements and conditions of the Main Lease on the\npart of  Sublandlord  to be  performed  (except as  otherwise  may be  expressly\nprovided herein). To the extent there are inconsistencies  between any provision\nof the Main  Lease and any  provision  of this  Sublease,  this  Sublease  shall\ncontrol  unless the use or occupancy of the Sublet  Premises by Subtenant or any\naction or inaction by  Subtenant in  accordance  with said  provision  becomes a\ndefault under the terms of the Main Lease,  in which event the provisions of the\nMain Lease shall control.\n\n        Subtenant  shall be  entitled  to the rights of  Sublandlord,  as tenant\nunder the Main  Lease.  Sublandlord  shall  have no  liability  by reason of any\ndefault  of  Landlord  under  the  Main  Lease,  it  being  understood  that  if\nSublandlord  shall fail to fulfill any obligation of the  Sublandlord  hereunder\nand if such  failure is caused by the  failure of  Landlord  to comply  with its\nobligations  under the Main Lease,  then Sublandlord shall have no obligation or\nliability by reason of such  failure.  Without  limiting the  generality  of the\nforegoing,  Subtenant  understands  that the  supplying  of services  including,\nwithout  limitation,  heat, light,  water, air conditioning and other utilities,\njanitorial  cleaning,   window  washing  and  elevator  services,  and  building\nmaintenance and repair are the obligations of Landlord, and that Sublandlord has\nno control thereof, and assumes no responsibility in connection  therewith;  and\nno failure to furnish, or interruption of, any such services or facilities shall\ngive  rise  to  any  (x)  abatement,  diminution  or  reduction  of  Subtenant's\nobligations under this Sublease, (y) constructive eviction, in whole or in part,\nor (z) liability on the part of Sublandlord.\n\n        If Landlord shall default in any of its obligations to Sublandlord  with\nrespect to the Sublet Premises, Subtenant, at Subtenant's sole cost and expense,\nshall have the right in its own name, and if required that of  Sublandlord,  or,\nif  required,  both,  to bring an  action or  proceeding  with  respect  to such\ndefault.  Sublandlord  agrees to take such  steps as  Subtenant  may  reasonably\nrequest to cooperate with Subtenant in any such legal proceeding or action,  all\nat Subtenant's sole cost and expense. If Subtenant shall commence any proceeding\nor take any other action to enforce the obligations of Landlord  insofar as such\nobligations  relate to the Sublet  Premises,  Subtenant  agrees to indemnify and\nhold Sublandlord  harmless from and against any costs,  liabilities,  damages or\nexpenses (including  reasonable  attorneys' fees) which Sublandlord may incur in\nconnection therewith or by reason thereof.\n\n        Notwithstanding  anything to the contrary in the foregoing,  Sublandlord\nshall promptly forward to Landlord any requests or other  communications made by\nSubtenant  related to the  performance by Landlord of its  obligation  under the\nMain Lease, and shall promptly forward to Subtenant any  communication  received\nfrom Landlord related to the Sublet Premises.\n\n--------------------------------------------------------------------------------\n\n\n\n(b)  Notwithstanding  anything to the contrary contained in this Sublease or the\nMain Lease:\n\n          (i) for the purposes of  incorporation  of the Main Lease by reference\n     in this Sublease, except as otherwise expressly provided herein, and except\n     to the  extent  that they are  inapplicable  or  modified  by the terms and\n     provisions  of this  Sublease  (a)  references  in the  Main  Lease  to the\n     'Premises' or the 'demised premises' shall be deemed to refer to the Sublet\n     Premises, (b) references in the Main Lease to 'Landlord' shall be deemed to\n     refer to Sublandlord under this Sublease,  (c) references in the Main Lease\n     to 'Tenant' shall be deemed to refer to Subtenant under this Sublease,  (d)\n     references  in the Main Lease to 'this  Lease'  shall be deemed to refer to\n     this Sublease,  (e) references in the Main Lease to the  'Expiration  Date'\n     shall be deemed to refer to the Sublease Expiration Date, (f) references in\n     the Main Lease to the 'Commencement Date' shall be deemed references to the\n     Sublease  Commencement  Date, and (g) where Landlord's  consent is required\n     pursuant to the Lease, both Landlord's and  Sublandlord's  consent shall be\n     required and Sublandlord shall not be deemed to have unreasonably  withheld\n     its  consent  if  Landlord  shall  fail or refuse to give its  consent  and\n     Sublandlord  agrees  that it shall not  unreasonably  withhold or delay its\n     consent  where  Landlord has granted its  consent; \n\n\n          (ii)  the  Fixed  Rent  and  Additional  Rent to be paid by  Subtenant\n     hereunder  shall be  governed by the terms and  provisions  of Article 2 of\n     this  Sublease;  \n\n\n          (iii) the time  limits  contained  in the Main Lease for the giving of\n     notices,  making of demands or performing of any act, condition or covenant\n     on the part of the tenant  thereunder,  or for the  exercise  by the tenant\n     thereunder of any right,  remedy or option, are changed for the purposes of\n     incorporation  herein by reference by shortening  the same in each instance\n     by three (3) days, so that in each instance  Subtenant shall have three (3)\n     days less time to observe or perform  hereunder than Sublandlord has as the\n     tenant under the Main Lease;\n\n\n          (iv) the following  parts,  provisions  and exhibits of the Main Lease\n     are not applicable to this  Sublease,  and are not  incorporated  herein by\n     reference:\n\n\n               (1)  Articles 38 D&amp;E, 41, 44, 47A, 51, 55, 56, 58, 61, 62, 66 and\n          Third Rider (Takeover Agreement) and Exhibits thereto; and\n\n\n               (2) Exhibits B, E and F.\n--------------------------------------------------------------------------------\n\n\n\n5.      USE\n\n        Subtenant  shall use the Sublet  Premises for executive,  administrative\nand general offices and for no other purposes.\n\n\n6.      ELECTRICITY\n\n        Subtenant  covenants  and  agrees to pay to  Sublandlord  for the use of\nelectrical  energy in the Sublet  Premises at the rate of  $55,500.00  per annum\n($3.00 per square foot) payable in equal monthly  installments  of $4,625,  said\npayments to be made by Subtenant together with payments of Fixed Rent. Subtenant\nshall also pay to  Sublandlord,  within ten (10) after  demand from  Sublandlord\nfrom time to time,  any amount that  Sublandlord's  payments to Landlord for the\nuse of electrical energy under the Main Lease exceeds the rate of $55,500.00 per\nannum.\n\n\n7.      DEFAULT\n\n        Subtenant  covenants  and agrees that in the event that it shall default\nin the  performance  of any of the  terms,  covenants  and  conditions  of  this\nSublease  (including  those  portions of the Main Lease  incorporated  herein by\nreference)  beyond any  applicable  notice and grace period  provided for in the\nMain  Lease and  incorporated  herein by  reference  (as  shortened  by  Article\n4(B)(iii) hereof),  Sublandlord shall be entitled to exercise any and all of the\nrights  and  remedies  to  which  it is  entitled  by  law,  including,  without\nlimitation, the remedy of summary proceeding, and also any and all of the rights\nand remedies specifically provided for in the Main Lease and incorporated herein\nby reference.\n\n\n8.      CONDITION OF SUBLET PREMISES\n\n        The Sublet  Premises are demised to  Subtenant in the 'as is'  condition\nwhich shall exist on the Sublease Commencement Date. Subtenant is subleasing the\nSublet  Premises from the  Sublandlord  after having had an opportunity to fully\ninspect the Sublet  Premises.  Subtenant agrees that the term 'as is' means that\nit will sublease the Sublet Premises without warranty or representation,  either\noral or written,  or expressed or implied,  as to the physical  condition of the\nSublet Premises or the compliance of same with building, fire, health and zoning\ncodes  and  other  applicable  laws,  ordinances  and  regulations.  Sublandlord\nexpressly disclaims any warranty or representation made to Subtenant unless such\nwarranty or  representation  is contained in writing as a part of this Sublease.\nSubtenant  shall be solely  responsible  for all costs  which may be  imposed on\nSublandlord or Subtenant  under the Main Lease in connection  with the condition\nof the Sublet  Premises.  Prior to the Sublease  Commencement  Date  Sublandlord\nshall  have the right to remove  any  furniture  or  furnishings  on the  Sublet\nPremises.\n\n--------------------------------------------------------------------------------\n\n\n\n9.      IMPROVEMENTS\n\n     (a) Subtenant may make changes,  alterations,  additions or improvements to\nthe Sublet Premises, subject, however, to the consent of Sublandlord and, to the\nextent  required  under  the  Main  Lease,  the  consent  of  Landlord;  however\nSublandlord agrees that it shall not unreasonably  withhold or delay its consent\nto any changes,  alterations,  additions or  improvements to the Sublet Premises\nconsented to by Landlord. Any changes, alterations, additions or improvements by\nor on behalf of Subtenant  shall be made subject to and in  accordance  with the\nprovisions of the Main Lease.\n\n     (b) Subtenant shall pay any and all actual fees or charges  Sublandlord may\nincur and any and all fees or  charges  Landlord  may incur in  connection  with\nSubtenant's making changes, alterations, additions or improvements to the Sublet\nPremises.  Except as  expressly  set forth in this  Sublease,  on or before  the\nexpiration  or  sooner  termination  of  this  Sublease,  if  Landlord  requires\nSublandlord  to restore  the Sublet  Premises  to their  condition  prior to the\nmaking of any changes, alterations,  additions or improvements by Sublandlord or\nSubtenant,  Subtenant  shall,  at its sole cost and expense,  promptly make such\nrestoration and repair any damage caused by such thereby.\n\n\n10.     ADDITIONAL SERVICES REQUIRED BY SUBTENANT\n\n        Subtenant shall attempt to make its own  arrangements  with Landlord for\nthe  furnishing of additional  services to the Sublet  Premises other than those\nwhich are required to be furnished by Landlord under the terms of the Main Lease\nand any such  additional  services  shall be paid for by Subtenant.  If Landlord\nshall  refuse to respond to such  request for  additional  service,  Sublandlord\nshall, at Subtenant's  sole cost and expense,  request  Landlord to perform such\nadditional  services at Subtenant's  sole cost and expense.  For the purposes of\nthis  Article  10, the term  'additional  services'  shall  include,  but not be\nlimited  to,  overtime  HVAC  service,  overtime  freight  elevator  service and\nincreased capacity of electric energy.\n\n\n11.     ASSIGNMENT AND SUBLETTING\n\n     (a)   Subtenant   for   itself,   its   heirs,   distributees,   executors,\nadministrators,   legal  representatives,   successors  and  assigns,  expressly\ncovenants  that it shall not assign,  mortgage or encumber  this  Sublease,  nor\nunderlet, or suffer or permit the Sublet Premises or any part thereof to be used\nby others without the prior consent of Sublandlord and Landlord.\n\n     (b)  Sublandlord  agrees that its  consent to any  proposed  assignment  or\nsubletting by Subtenant shall not be unreasonably  withheld so long as Subtenant\nand the proposed  subtenant or assignee shall (i) deliver to Sublandlord  (A) in\nthe case of a proposed  assignment,  an  instrument of  assignment,  in form and\nsubstance  satisfactory to Landlord and reasonably  satisfactory to Sublandlord,\nduly  executed by Subtenant  and such  assignee,  in which such  assignee  shall\n\n--------------------------------------------------------------------------------\n\n\n\nassume  observance  and  performance  of,  and agree to be bound by,  all of the\nterms,  covenants  and  conditions of this  Sublease on  Subtenant's  part to be\nperformed, or (B) in the case of a proposed subletting,  a sublease agreement on\nterms and conditions  satisfactory  to Landlord and reasonably  satisfactory  to\nSublandlord, duly executed by Subtenant and the proposed sub-subtenant, and (ii)\ndeliver to Sublandlord  any instrument  required by Landlord in connection  with\nits consent to such  transaction and obtain the consent of Landlord (if required\npursuant to the terms of the Main  Lease),  and (iii) pay or cause to be paid to\nSublandlord  and  Landlord  any  reasonable   costs  that  may  be  incurred  by\nSublandlord  (not  to  exceed  $1,000)  or  Landlord  in  connection  with  said\nassignment  or  sublease,  including,  without  limitation,  the costs of making\ninvestigations as to the acceptability of the proposed assignee or subtenant and\nreasonable legal costs incurred in connection with the review of any term sheet,\nproposed assignment or sublease or any documentation in connection therewith and\nin the  preparation  of any  documentation  in  connection  with any request for\nconsent,  whether or not granted.  Each such  assignment  instrument or sublease\nshall contain a provision to the effect that such  instrument or sublease  shall\nnot be effective unless and until Sublandlord and Landlord (if required pursuant\nto the terms of the Main Lease) shall have consented thereto.\n\n\n12.     ATTORNMENT\n\n        In the event of termination, re-entry or dispossession of Sublandlord by\nLandlord under the Main Lease, Landlord may, at its option, take over all of the\nright, title and interest of Sublandlord, as sublessor, under this Sublease, and\nSubtenant shall, at Landlord's  option,  attorn to Landlord pursuant to the then\nexecutory  provisions of this  Sublease,  except that Landlord  shall not (i) be\nliable for any previous act,  omission or negligence of  Sublandlord  under this\nSublease,  which theretofore accrued to Subtenant against  Sublandlord,  (ii) be\nsubject to any  counterclaim,  defense or offset not  expressly  provided for in\nthis Sublease which theretofore accrued to Subtenant against Sublandlord,  (iii)\nbe bound by any  previous  modification  of this  Sublease  not  consented to by\nLandlord or by any previous  prepayment  of more than one month's Fixed Rent and\nAdditional  Rent unless such  prepayment was actually  received by Landlord,  or\n(iv) be bound to perform  any work which  Sublandlord  is  obligated  to perform\nhereunder,  or to pay  Subtenant  or any other  person  or entity  for the same.\nSubtenant  waives all rights  under any present or future laws or  otherwise  to\nelect,  by  reason of the  termination  of the Main  Lease,  to  terminate  this\nSublease or surrender possession of the Sublet Premises. Nothing in this Article\n12  shall be  deemed  to  affect  any  liability  that  Sublandlord  may have to\nSubtenant pursuant to this Sublease.\n\n\n13.     SUBTENANT'S REPRESENTATIONS\n\n        Subtenant covenants, warrants and represents:\n\n--------------------------------------------------------------------------------\n\n\n\n     (a) that Subtenant shall perform all of its obligations under this Sublease\n(including,  without  limitation,  all of the obligations arising under the Main\nLease which are incorporated herein by reference);\n\n     (b)  that  Subtenant  will  not  do or  omit  to do  anything  which  would\nconstitute a default under the provisions of the Main Lease incorporated  herein\nby reference: and\n\n     (c) that Subtenant shall  indemnify,  defend and hold harmless  Sublandlord\nand Landlord and their respective  agents and employees from and against any and\nall  claims,  liabilities,  damages,  losses  or  expenses  (including,  without\nlimitation,  reasonable attorneys fees) which may be imposed upon or incurred by\nor asserted against  Sublandlord  and\/or Landlord and\/or their respective agents\nor employees by reason of (i) Subtenant's  failure to comply with the provisions\nof this Sublease,  (ii) the negligent or improper use or occupancy of the Sublet\nPremises by Subtenant or its successors or assigns, (iii) any work or thing done\nwhatsoever  by or  at  the  instance  of  Subtenant,  its  agents,  contractors,\nsubcontractors,  employees,  licensees,  successors or assigns  (other than work\nperformed by Sublandlord),  or any condition  created by Subtenant,  its agents,\ncontractors, subcontractors,  employees, licensees, successors or assigns in, on\nor about the Sublet  Premises,  (iv) any  negligence  or other  wrongful  act or\nomission  on  the  part  of  Subtenant  or  any  of  its  agents,   contractors,\nsubcontractors,   employees,  licensees,  successors  or  assigns,  or  (v)  any\naccident,  injury or damage to any person or property  occurring in, on or about\nthe Sublet Premises or any part thereof during the term of this Sublease, except\nto the extent  caused by the  negligence or willful  misconduct  of  Sublandlord\n(with respect to a claim  against  Sublandlord)  or Landlord  (with respect to a\nclaim against  Landlord).  In case any action or  proceeding is brought  against\nSublandlord  and\/or  Landlord  and\/or their  respective  agents and employees by\nreason of any such claim, neither Sublandlord nor Landlord shall settle the same\nwithout  Subtenant's  written  consent and  Subtenant,  upon written notice from\nSublandlord and\/or Landlord, shall at Subtenant's expense resist and defend such\naction or  proceeding  by counsel  selected  by its  insurance  carrier or other\ncounsel approved by Sublandlord and\/or Landlord in writing,  which approval will\nnot be unreasonably withheld by Sublandlord.\n\n\n14.     SUBLANDLORD'S REPRESENTATIONS\n\n        Sublandlord represents that (i) it has paid all rent and additional rent\npresently  payable  pursuant to the Main Lease as of the date of this  Sublease,\n(ii) to its  knowledge  no event has  occurred  which is, or with the  giving of\nnotice or passage of time or both will become,  a condition of limitation  under\nthe Main  Lease,  on the part of either  Sublandlord  or  Landlord,  (iii) it is\ncurrently  the tenant  under the Main Lease and the Main Lease is  presently  in\nfull force and effect,  (iv) it has not received  any notices of default  citing\nany defaults under the Main Lease which remain uncured,  and (v) the Main Lease,\na copy of which has been  examined  by  Subtenant  (including  said  Amendment),\nrepresents  the entire  agreement  with respect to the Sublet  Premises  between\nLandlord and Sublandlord.\n\n--------------------------------------------------------------------------------\n\n\n\n\n15.     BROKERS\n\n     (a)  Subtenant  represents  that  Subtenant  has  dealt  with no  broker in\nconnection with this transaction. Subtenant shall indemnify and hold Sublandlord\nand Landlord  harmless from and against any and all claims,  liabilities,  costs\nand  expenses  of any kind and nature  (including  reasonable  attorneys'  fees)\narising from or related to a breach of the foregoing representation.\n\n     (b)  Sublandlord  represents that it has dealt with no broker in connection\nwith this  transaction.  Sublandlord  shall  indemnify  and hold  Subtenant  and\nLandlord  harmless from and against any and all claims,  liabilities,  costs and\nexpenses of any kind and nature (including  reasonable  attorneys' fees) arising\nfrom or related to a breach of the foregoing representation.\n\n\n16.     SUBLANDLORD'S PERFORMANCE UNDER MAIN LEASE\n\n     (a)  Sublandlord  will duly observe and perform every term and condition of\nthe Main Lease to the extent  that such term and  condition  is not  provided in\nthis Sublease to be observed or performed by Subtenant (and except to the extent\nthat any  failure so to pay or any  failure in such  observance  or  performance\nshall have resulted,  directly or  indirectly,  from any default by Subtenant in\nits obligation to pay any amount of the Fixed Rent or Additional  Rent hereunder\nor to observe  or perform  any of the terms,  covenants  or  conditions  in this\nSublease or in the Main Lease on Subtenant's part to observe or perform).\n\n     (b) Sublandlord  shall not enter into any  modification or amendment of the\nMain Lease,  or any other  agreement,  or take any other action which results in\nthe  modification,  surrender  or  cancellation  of  the  Main  Lease,  if  such\nmodification,  surrender or  cancellation  decreases any of  Subtenant's  rights\nunder this  Sublease,  or increases any of  Subtenant's  obligations or remedies\nunder this Sublease,  without the prior written  consent of Subtenant.  Any such\nmodification,  amendment, agreement, surrender or cancellation made without such\nconsent  shall have no effect on the rights or  obligations  of Subtenant  under\nthis Sublease.\n\n\n17.     NOTICES\n\n        All notices, requests, demands, and other communications hereunder shall\nbe in writing,  shall be sent by registered or certified  mail,  return  receipt\nrequested, or by nationally recognized overnight carrier providing for receipted\ndelivery  and shall be  deemed  have been  given or made  when  received  at the\nrespective  addresses of Sublandlord and Subtenant first set forth above. Any of\nthe said  addresses  may be changed on ten (10) days  written  notice,  given as\nabove provided.  Duplicate originals of all notices to Sublandlord shall be sent\nto Whitman Breed Abbott &amp; Morgan LLP, 200 Park Avenue, New York, New York 10166,\nAttention:  Neil Underberg, Esq. Duplicate originals of all notices to Subtenant\n\n--------------------------------------------------------------------------------\n\n\n\nshall be sent to Ann Taylor,  Inc.,  404 Chapel Street,  New Haven,  Connecticut\n06511, Attention: Vice President Finance.\n\n\n18.     INSURANCE\n\n        Subtenant shall maintain all insurance required of Sublandlord as tenant\nin accordance  with and pursuant to the Main Lease,  which  insurance shall name\nboth Landlord and Sublandlord as additional insureds.\n\n\n19.     ENTIRE AGREEMENT\n\n        This Sublease  contains the entire  agreement  between  Sublandlord  and\nSubtenant  with respect to the subject matter  hereof.  This Sublease  cannot be\nchanged in any manner except by a written  agreement  signed by Sublandlord  and\nSubtenant, and, if required, consented to by Landlord.\n\n\n20.     NEW YORK LAW\n\n        This Sublease shall be governed in all respects by the laws of the State\nof New York.\n\n\n21.     SUCCESSORS AND ASSIGNS\n\n        The provisions of this Sublease, except as herein otherwise specifically\nprovided,  shall extend to, bind and inure to the benefit of the parties  hereto\nand their respective successors and, in the case of Sublandlord, assigns. In the\nevent of any assignment or transfer of the leasehold estate under the Main Lease\nthe transferor or assignor,  as the case may be, shall be and hereby is entirely\nrelieved and freed of all obligations under this Sublease upon the assumption by\nthe transferor or assignee of Sublandlord's obligations hereunder.\n\n\n22.     RENEWAL OPTION\n\n        Tenant  shall  have the  option to renew  this  Sublease  for the period\nOctober 1, 2006 to March 19, 2012.  The renewal  period shall be upon all of the\nagreements,  terms, covenants, and conditions hereof, except that the Fixed Rent\nshall  be at the  rate of  $1,110,000.00  per  annum  ($92,500  per  month)  and\nSubtenant shall have no further renewal right. The exercise by Subtenant of said\nrenewal option shall be evidenced and effected by Subtenant  giving  Sublandlord\nwritten notice of Subtenant's intention to renew this Sublease prior to April 1,\n2005; and provided further, that on the date of the giving of such notice and on\nSeptember  30,  2006 this  Sublease  shall be in full  force and  effect  and no\ndefault shall have occurred and be  continuing.  Such notice of renewal shall be\neffective without the necessity of any other act or instrument, but either party\nwill at any time upon request of the other execute,  acknowledge, and deliver an\ninstrument evidencing such renewal.\n\n--------------------------------------------------------------------------------\n\n\n\n23.     HEADINGS\n\n        The article  headings in this  Sublease are inserted only as a matter of\nconvenience and are not to be given any effect in construing this Sublease.\n\n\n24.     LANDLORD'S CONSENT\n\n        This  Sublease  is  conditional  upon  Landlord's  consent and shall not\nbecome effective unless and until Landlord's consent is obtained.\n\n\n        IN WITNESS WHEREOF,  this Sublease has been duly executed as of the date\n        ------------------\nfirst set forth above.\n\n                                    SUBLANDLORD:\n\n                                    SOCIETE AIR FRANCE\n\n\n                                    By:   \/s\/Auguste Gayte\n                                          _______________________________\n                                          Name:  Augueste Gayte\n                                          Title: Senior Vice President\n\n\n                                    SUBTENANT:\n\n                                    ANN TAYLOR, INC.\n\n\n                                    By:   \/s\/Valerie Richardson\n                                         _______________________________\n                                          Name:  Valerie Richardson\n                                          Title: Senior Vice President\n                                                 Real Estate and Development\n\n\n\n TYPE:  EX-10\n SEQUENCE:  3\n DESCRIPTION:  EXHIBIT 10.5.3\n\n\n\n                                                            EXHIBIT 10.5.3\n\n                      AMENDMENT #3 TO EMPLOYMENT AGREEMENT\n\n\n            This AMENDMENT #3 (this  'Amendment') is entered into as of the 10th\nday of March,  2000, by and between ANNTAYLOR STORES CORPORATION (the 'Company')\nand J. PATRICK  SPAINHOUR  ('Executive'),  and amends the  Employment  Agreement\nbetween  the  Company  and the  Executive,  dated as of  February  16,  1996 and\neffective  as of  February  19,  1996,  as  amended  to  date  (the  'Employment\nAgreement').\n\n            For good and valuable consideration,  the receipt and sufficiency of\nwhich are hereby acknowledged by the parties, the Company and Executive agree as\nfollows:\n\n1. All  capitalized  terms used and not defined  herein  shall have the meanings\nascribed to them in the Employment Agreement.\n\n2. Section  7(d)(2) of the  Employment  Agreement  is hereby  amended to read as\nfollows:\n\n            '(2) (A) unless clause (B) below applies, then following the Date of\n      Termination and for the longer of the remaining Term of this Agreement and\n      the Severance  Period,  the Company shall pay to the Executive  monthly an\n      amount equal to the  Severance  Payments  (as defined in Section  7(a)(ii)\n      hereof),  or (B) in the event the Date of Termination  occurs  following a\n      Change  in  Control,  then,  within  five  (5)  days  after  the  Date  of\n      Termination,  the  Company  shall  pay to the  Executive  in a lump sum an\n      amount equal to the product of (x) the sum of the Executive's  base salary\n      at the rate in effect as of the Date of Termination and the average of the\n      annual  bonuses  earned by the  Executive in the three fiscal years of the\n      Company ended immediately prior to the Date of Termination (or, if higher,\n      in the three fiscal years of the Company  ended  immediately  prior to the\n      Change in Control) multiplied by (y) the number three (3). For purposes of\n      this  subsection  (2): (i) if the Date of Termination  occurs prior to the\n      occurrence  of a Change in Control but during the  pendency of a Potential\n      Change in Control (as hereinafter defined), such Date of Termination shall\n      be deemed  to have  occurred  following  a Change  in  Control  and (ii) a\n      'Potential  Change in  Control'  shall be deemed to have  occurred  if the\n      event set forth in any one of the following clauses shall have occurred:\n\n               (1) the Company  enters into an agreement,  the  consummation  of\n         which would result in the occurrence of a Change in Control;\n\n               (2) the Company or any Person (as  defined in Section  6(d)(2)(A)\n         hereof)  publicly  announces an intention to take or to consider taking\n         actions which, if consummated, would constitute a Change in Control;\n\n\n                                      -1-\n--------------------------------------------------------------------------------\n\n\n               (3) any Person becomes the  beneficial  owner (as defined in Rule\n         13d-3 under the Exchange Act), directly or indirectly, of securities of\n         the Company  representing 15% of or more of either the then outstanding\n         shares of common stock of the Company or the  combined  voting power of\n         the  Company's  then  outstanding  securities  (not  including  in  the\n         securities  beneficially  owned by such Person any securities  acquired\n         directly from the Company); or\n\n               (4) the  Board  adopts  a  resolution  to the  effect  that,  for\n         purposes  of this  subsection  (2), a  Potential  Change in Control has\n         occurred.\n\n\n            3. Section 7(d)(3) of the Employment  Agreement is hereby amended to\nread as follows:\n\n         (3)the  Executive  shall  continue to be provided with the same medical\n            and life  insurance  coverage  as existed  immediately  prior to the\n            applicable  Notice of Termination  or Notice of  Nonrenewal,  as the\n            case may be, such  coverage to continue  throughout  the period with\n            respect to which the  Executive  is  entitled  to receive  Severance\n            Payments (or, if clause (B) of Section 7(d)(2) applies, for a period\n            of three (3) years following the Date of Termination);\n\n\n            4.  Section  7(d) of the  Employment  Agreement  is  hereby  further\namended by adding a new subsection (5) to read as follows:\n\n         (5)the  Executive  shall  be  entitled  to  continue  to  exercise  all\n            outstanding  options  that  were  exercisable  as  of  the  Date  of\n            Termination  until the 90th day  following  expiration of the period\n            with respect to which the Executive is entitled to receive Severance\n            Payments (or, if clause (B) of Section  7(d)(2)  applies,  following\n            the third  anniversary of the Date of Termination),  but in no event\n            after expiration of the term of such options.'\n\n\n            5. The first  sentence  of  paragraph  5(c) of  Amendment  #2 to the\nEmployment  Agreement,  dated  August  12,  1999,  is hereby  amended to read as\nfollows:  'The Executive shall be awarded an additional 25,000 restricted shares\nunder the Option Plan on March 10, 2000.'\n\n\n            6. From and after the date hereof,  the term  'Agreement' as used in\nthe Employment Agreement, shall mean the Employment Agreement as amended through\nthe date hereof, and the Employment Agreement,  as so amended, shall continue in\nfull force and effect.\n\n                                      -2-\n\n--------------------------------------------------------------------------------\n\n\n            7.  Sections 13 through 17 of the  Employment  Agreement  are hereby\nmade a part of, and are incorporated by this reference into, this Amendment.\n\n\n            IN WITNESS  WHEREOF,  the parties have executed this Amendment as of\nthe 10th day of March, 2000.\n\n\nANNTAYLOR STORES CORPORATION\n\n\nBy:  \/s\/ Robert C. Grayson                      \/s\/ J. Patrick Spainhour\n     ------------------------                   -------------------------\n         Robert C. Grayson, Director                J. PATRICK SPAINHOUR\n\n\n\n TYPE:  EX-10\n SEQUENCE:  4\n DESCRIPTION:  EXHIBIT 10.6.1\n\n\n                                                              EXHIBIT 10.6.1\n\n                     AMENDMENT #1 TO EMPLOYMENT AGREEMENT\n                     ------------------------------------\n\n\n\n            This AMENDMENT #1 (this  'Amendment') is entered into as of the 16th\nday of  February,  2000,  by  and  between  ANNTAYLOR  STORES  CORPORATION  (the\n'Company')  and  PATRICIA  DEROSA  ('Executive'),   and  amends  the  Employment\nAgreement  between the Company and the  Executive,  dated November 25, 1996 (the\n'Employment Agreement').\n\n            For good and valuable consideration,  the receipt and sufficiency of\nwhich are hereby acknowledged by the parties, the Company and Executive agree as\nfollows:\n\n\n      1. All  capitalized  terms  used and not  defined  herein  shall  have the\nmeanings ascribed to them in the Employment Agreement.\n\n      2. (a) The Term of Executive's  employment by the Company  provided for in\nSection 2 of the Employment Agreement, is hereby extended to February 28, 2003.\n\n         (b) The first sentence of Section 3 of the  Employment  Agreement is\nhereby amended to read as follows:  'The Executive  shall serve as President and\nChief  Operating  Officer of the Company  with, in addition to her other duties,\nresponsibility  and direct  reporting  relationships  for management of the 'Ann\nTaylor'   brand,   including   marketing,   merchandising,   sourcing,   product\ndevelopment,   product   design   and  store   design,   and  shall   have  such\nresponsibilities,  duties and authority  consistent  with such  positions as may\nfrom time to time be determined by the Board of Directors of the Company.'\n\n      3.  Section  5(a)(i)  of the  Employment  Agreement  is hereby  amended to\nprovide that, commencing April 1, 2000,  Executive's annual base salary shall be\nincreased to a rate of $750,000.\n\n      4. The fourth sentence of Section 5(a)(ii) of the Employment  Agreement is\nhereby  amended  to read as  follows:  'Commencing  with the  Fiscal  Year  2000\nPerformance  Period under the  Performance  Plan,  the  Executive's  Performance\nPercentage  (as that term is defined in such Plan) shall be  established  at 60%\nper annum during the Term.' Section 5(a)(ii) is hereby further amended by adding\nthe following at the end thereof:  'Executive also shall participate in the Long\nTerm Cash Incentive  Compensation Plan currently  maintained by the Company, and\nher Target Award (as defined in such Plan) shall be 40%.'\n\n--------------------------------------------------------------------------------\n\n\n\n\n      5. The second sentence of Section 6(a)(iv) of the Employment  Agreement is\nhereby  amended  to read as  follows:  'For  purposes  of  this  Agreement,  the\nExecutive  shall have 'Good  Reason' to terminate her  employment  hereunder (1)\nupon a failure by the  Company to comply  with any  material  provision  of this\nAgreement which has not been cured within ten (10) business days after notice of\nsuch compliance has been given by the Executive to the Company,  (2) upon action\nby the Company  resulting in a diminution of the Executive's title or authority,\n(3)  upon  the  Company's  relocation  of the  Executive's  principal  place  of\nemployment  outside the New York City Metropolitan Area, or (3) one year after a\nChange in Control.'\n\n      6. Section 6(e)(ii) of the Employment  Agreement is hereby amended to read\nas follows:  '(ii) (A) unless clause (B) below applies,  then following the Date\nof  Termination  and for the  longer of twelve  (12)  months  thereafter  or the\nbalance of the Term, but in no event greater than twenty-four  (24) months,  the\nCompany  shall pay to the  Executive  monthly an amount  ('Severance  Payments')\nequal to the quotient of (1) the  Executive's  annual base salary at the rate in\neffect as of the Date of  Termination  (the 'Base  Salary'),  divided by (2) the\nnumber twelve (12), or (B) in the event the Date of Termination occurs following\na Change in Control,  then,  within five (5) days after the Date of Termination,\nthe  Company  shall pay to the  Executive  in a lump sum an amount  equal to the\nproduct of (1) the sum of the  Executive's  Base  Salary and the  average of the\nannual  bonuses earned by the Executive in the three fiscal years of the Company\nended  immediately prior to the Date of Termination (or, if higher, in the three\nfiscal years of the Company  ended  immediately  prior to the Change in Control)\nmultiplied  by (2) the number of full and partial  years  remaining  in the Term\n(but in no event less than the number one (1)). For purposes of this  subsection\n(ii): (I) if the Date of Termination  occurs prior to the occurrence of a Change\nin  Control  but during  the  pendency  of a  Potential  Change in  Control  (as\nhereinafter defined),  such Date of Termination shall be deemed to have occurred\nfollowing a Change in Control and (II) a 'Potential  Change in Control' shall be\ndeemed to have  occurred  if the  event  set  forth in any one of the  following\nclauses shall have occurred:\n\n          (1) the Company enters into an agreement,  the  consummation  of which\n    would result in the occurrence of a Change in Control;\n\n          (2) the  Company or any person (as  defined in Section  3(a)(9) of the\n    Securities  Exchange  Act of 1934,  as  amended  (the  'Exchange  Act'),  as\n    modified and used in Sections  13(d) and 14(d) thereof (a 'Person'),  except\n    that such term shall not include (i) the Company or any of its subsidiaries,\n    (ii) a trustee  or other  fiduciary  holding  securities  under an  employee\n    benefit plan of the Company or any of its  affiliates,  (iii) an underwriter\n    temporarily  holding securities  pursuant to an offering of such securities,\n    or (iv) a corporation owned, directly or indirectly,  by the stockholders of\n    the Company in  substantially  the same  proportions  as their  ownership of\n    stock of the Company) publicly announces an intention to take or to consider\n    taking actions which, if consummated, would constitute a Change in Control;\n--------------------------------------------------------------------------------\n\n\n          (3) any Person becomes the beneficial  owner (as defined in Rule 13d-3\n    under the  Exchange  Act),  directly or  indirectly,  of  securities  of the\n    Company representing 15% of or more of either the then outstanding shares of\n    common  stock of the Company or the combined  voting power of the  Company's\n    then  outstanding  securities (not including in the securities  beneficially\n    owned by such Person any securities acquired directly from the Company); or\n\n          (4) the Board adopts a resolution to the effect that,  for purposes of\n    this subsection (ii), a Potential Change in Control has occurred.\n\nFor  purposes  of this  Agreement,  the period  during or with  respect to which\nExecutive  is  entitled  to receive  payments  hereunder  is  referred to as the\n'Severance Period';'\n\n      7. Section  6(e)(iii) is hereby  amended by changing the word  'season' to\n'fiscal year' each time such word occurs in such Section.\n\n      8. Executive is hereby awarded fifty thousand  (50,000)  restricted shares\nof Company  Common Stock under the  Company's  1992 Stock Option and  Restricted\nStock and Unit Award Plan (the 'Option Plan'). Executive's rights to such shares\nshall vest, and the  restrictions  thereon shall lapse, (i) as to 16,666 shares,\non February 28, 2001,  provided  that the Company  shall have  achieved at least\n110% of the net income provided for in the Company's  fiscal year 2000 operating\nbudget as approved  by the Board of  Directors  of the  Company in the  ordinary\ncourse,  (ii) as to 16,667  shares,  on February  28,  2002,  provided  that the\nCompany shall have achieved at least 110% of the net income  provided for in the\nCompany's  fiscal  year  2001  operating  budget  as  approved  by the  Board of\nDirectors of the Company in the ordinary  course,  and (iii) as to the remaining\n16,667  shares,  on February  28,  2003,  provided  that the Company  shall have\nachieved at least 110% of the net income  provided for in the  Company's  fiscal\nyear 2002 operating  budget as approved by the Board of Directors of the Company\nin the ordinary course.  If any of the restricted shares do not vest on the date\nspecified in any of clauses (i), (ii) or (iii) as a result of the failure of the\nCompany  to achieve at least  110% of  budgeted  net income for the fiscal  year\nreferenced in such clause,  then Executive's rights to such unvested  restricted\nshares  shall  automatically  be  forfeited  by  Executive on such date and such\nshares shall be canceled.\n\n      The Company  shall enter into a  Restricted  Stock  Award  Agreement  with\nExecutive for the above grant of restricted  shares,  incorporating  the vesting\nterms set forth above and otherwise on the terms and conditions set forth in the\nform of Restricted Stock Award Agreement previously approved by the Compensation\nCommittee of the Board of Directors for restricted stock awards under the Option\nPlan,   including,   but  not  limited  to,  terms   providing  for  accelerated\nexercisability  upon the occurrence of an Acceleration  Event (as defined in the\nOption Plan).\n\n      9. Executive is hereby awarded a non-qualified  performance-vesting  stock\n--------------------------------------------------------------------------------\n\n\n\noption to purchase 100,000 shares of Common Stock under the Option Plan,  having\nan exercise price equal to the Fair Market Value of the Common Stock on the date\nof this Amendment.  Such option shall become  exercisable in accordance with the\nvesting  schedule set forth in Exhibit A to this  Amendment and shall be treated\nas a  Performance  Option  within  the  meaning  of  Section  6(e)(vii)  of  the\nEmployment Agreement.\n\n      The Company shall enter into a Stock Option  Agreement  with the Executive\nfor the above stock option grant,  incorporating  the vesting terms set forth on\nExhibit A and the provisions of Section  6(e)(vii) of the  Employment  Agreement\nand otherwise substantially on the terms and conditions set forth in the form of\nthe  Company's  standard  Stock  Option  Agreement  applicable  to  'performance\nvesting' options previously approved by the Compensation  Committee of the Board\nof Directors,  including,  but not limited to, terms  providing for  accelerated\nexercisability  upon the occurrence of an Acceleration  Event (as defined in the\nOption Plan).\n\n      10. From and after the date hereof,  the term  'Agreement'  as used in the\nEmployment  Agreement,  shall mean the  Employment  Agreement as amended by this\nAmendment,  and the Employment Agreement,  as so amended, shall continue in full\nforce and effect.\n\n\n                              [Continued Next Page]\n\n--------------------------------------------------------------------------------\n\n\n\n\n      11.  Sections 11 through 15 of the Employment  Agreement are hereby made a\npart of, and are incorporated by this reference into, this Amendment.\n\n      12. IN WITNESS WHEREOF, the parties have executed this Amendment this 16th\nday of February, 2000.\n\nANNTAYLOR STORES CORPORATION                          EXECUTIVE\n\n\nBy:  \/s\/ J. Patrick Spainhour                         \/s\/ Patricia DeRosa \n     -----------------------------------              -------------------\n       J.Patrick Spainhour, Chairman and                  PATRICIA DEROSA\n       Chief Executive Officer\n\n--------------------------------------------------------------------------------\n\n\n\n                                    EXHIBIT A\n                          STOCK OPTION VESTING SCHEDULE\n\nTotal Grant:            100,000\nGrant Date:       February 16, 2000\nExercise Price:   Fair Market  Value of the Common Stock on February 16,\n                  2000 (i.e.,  closing  market  price of the Common Stock on the\n                  NYSE on February 15, 2000).\n\nVesting Schedule:\n\n1.    On each Vesting  Date set forth in Column A below,  if for the fiscal year\n      set forth in Column C corresponding to such date:\n\n      (i) the Company  shall have achieved net income per share equal to or more\n      than the target net  income  amount set forth in Column F for such  fiscal\n      year,  then on that  Vesting  Date,  the  option  shall  vest  and  become\n      exercisable with respect to 100% of the corresponding number of shares set\n      forth in column B;\n\n      (i) the Company shall have achieved net income per share that is less than\n      the amount  set forth in Column F for such  fiscal  year,  but equal to or\n      more than the  minimum  net income per share  amount set forth in Column E\n      for such fiscal year,  then on that Vesting Date the option shall vest and\n      become  exercisable  with  respect to a  percentage  of the  corresponding\n      number of shares set forth in column B determined in  accordance  with the\n      following formula:\n\n      % Vesting =    Actual Net Income minus Col. D Budgeted Net Income  \n                  -----------------------------------------------------------\n                  Col. F Target Net Income minus Col. D Budgeted Net Income\n\nSee example set forth below table.\n\n---------------:-------------:--------:-------------:-------------:------------\n               :             :        :             :             :\n   Column A    :     B       :   C    :      D      :     E       :    F\n---------------:-------------:--------:-------------:-------------:------------\n Vesting Date  :# of Shares  : Fiscal :   Budgeted  : Minimum Net :   Target\n               : Subject to  :  Year  :  Net Income : Income Per  : Net Income\n               :  Vesting    :        :  Per Share  :   Share     : Per Share\n---------------:-------------:--------:-------------:-------------:------------\n    2\/28\/01    :    33,333   :  2000  :     $[****]*:    $[****]* :   $[****]*\n---------------:-------------:--------:-------------:-------------:------------\n    2\/28\/02    :    33,333   :  2001  :     $[****]*:    $[****]* :   $[****]*\n---------------:-------------:--------:-------------:-------------:------------\n    2\/28\/03    :    33,334   :  2002  :     $[****]*:    $[****]* :   $[****]*\n---------------:-------------:--------:-------------:-------------:------------\n    3-Year     :             :        :             :             :   $[****]*\n   Aggregate   :             :        :             :             :\n---------------:-------------:--------:-------------:-------------:------------\n\nEXAMPLE:  If the  Company  earns net income  per share for  fiscal  year 2000 of\n$[****]*,  options to purchase  23,666 shares (71% of the 33,333) shall vest and\nbecome exercisable on 2\/28\/01.\n\n----------------\n\n*    Confidential Treatment Requested by AnnTaylor Stores Corporation.\n--------------------------------------------------------------------------------\n\n\n\n\n\n\n2.    If the  Company  shall  have  achieved  cumulative  net  income  per share\n      aggregating at least $[****]* for the three fiscal year period from fiscal\n      2000 through  fiscal 2002,  then any options that did not vest pursuant to\n      Section 1 above shall vest and become exercisable on February 28, 2003.\n\n3.    Any options that have not vested by February 28, 2003  pursuant to Section\n      1 or Section 2 above, shall be automatically be terminated and canceled on\n      such date, without becoming exercisable.\n\n4. For purposes of this Exhibit A:\n      (a)a 'fiscal  year' of the Company  shall mean the fiscal year  commencing\n         on the Sunday closest to January 31 in the year mentioned (for example,\n         'fiscal year 2000' means the fiscal year that began on January 30, 2000\n         and ends on February 3, 2001);\n\n      (b)'net  income'  shall mean that net  income  set forth on the  Company's\n         audited  consolidated  operating  statement  for  the  fiscal  year  in\n         question,  and 'net  income  per  share'  shall mean the net income per\n         share,  on  a  diluted  basis,  set  forth  on  the  Company's  audited\n         consolidated operating statement for the fiscal year in question.\n\n\n\n----------------\n\n*    Confidential Treatment Requested by AnnTaylor Stores Corporation.\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":[9603,9579],"class_list":["post-41694","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_industries-retail__clothing","corporate_contracts_types-land__ny","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41694","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=41694"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41694"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41694"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41694"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}