EXHIBIT 10.6.2
ANNTAYLOR
PERSONAL AND CONFIDENTIAL
-------------------------
Dated as of
January 15, 2001
Ms. Patricia DeRosa
11 Rockridge Avenue
Greenwich, CT 06831
Dear Patti:
Reference is made to the Employment Agreement between you and AnnTaylor Stores
Corporation (the "Company") dated November 25, 1996, as amended by Amendment #1
thereto dated February 16, 2000 (as so amended, the "Employment Agreement").
Capitalized terms not defined in this letter agreement shall have the meanings
ascribed thereto in the Employment Agreement.
In connection with your separation from the Company, and in addition to the
severance compensation to which you are entitled under Section 6 of the
Employment Agreement, this will confirm the agreement between you and the
Company regarding your separation of employment:
1. We agree that your date of separation from employment with the Company and
its subsidiaries is January 15, 2001 (the "Separation Date") and, effective
as of the Separation Date, you hereby resign from your positions as an
officer and director of the Company, AnnTaylor, Inc., and all other direct
and indirect subsidiaries of the Company.
2. In consideration of the release set forth in paragraph 4 of this letter
agreement, and the representations and agreements set forth herein,
including those set forth in paragraph 5 of this letter agreement, the
Company agrees to pay to you the additional severance compensation
described in paragraph 3 below.
3. Subject to this letter agreement becoming effective and to your compliance
with the terms hereof, you shall receive additional severance compensation
equal to:
(a) Cash compensation in an amount equal to the incentive compensation
payment you would have received under the Company's Long Term Cash
Incentive Compensation Plan for the 1998-2000 Performance Cycle if you
had continued to be employed by the Company (minus all applicable
federal, state and local withholding taxes), payable on the later of
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Ms. Patricia DeRosa
Dated as of January 15, 2001
Page 2
(i) the date on which payments for such Performance Cycle are made to
active employees under the Plan, and (ii) five days after the
Effective Date (as defined in paragraph 8 below).
(b) The Time Vesting Stock Options listed on Schedule A attached hereto,
granted to you under the Company's 1992 Stock Option and Restricted
Stock and Unit Award Plan (the "Option Plan") and the related stock
option agreements between you and the Company (collectively, the
"Schedule A Options"), shall remain outstanding throughout the the
Severance Period (as defined in the Employment Agreement) and for the
90 days following the end of the Severance Period, and shall continue
to be eligible for vesting and exercise in accordance with the terms
of the Plan and the applicable option agreement, as if you had
continued to be employed by the Company during such period. Any
Schedule A Options remaining unvested or unexercised at the close of
business on the ninetieth day following the last day of the Severance
Period shall be canceled at such time.
The foregoing notwithstanding, in the event that you take any action
in contravention of the non-solicitation or non-compete
provisions of the Employment Agreement (Section 7 of the
Employment Agreement), or in violation of the terms of this
letter agreement, all Schedule A Options shall no longer be
exercisable and shall be immediately canceled.
4. In consideration of the compensation described in paragraph 3 above, and
subject to the provisions of paragraph 6 below, you voluntarily, knowingly
and willingly release and forever discharge the Company, its subsidiaries
and affiliates, together with its and their respective officers, directors,
partners, shareholders, employees, successors and assigns (collectively,
the "Related Persons"), from any and all charges, complaints, claims,
promises, agreements, controversies, causes of action and demands of any
nature whatsoever which against any of them you or your heirs, executors,
administrators, successors or assigns ever had, now have or hereafter can,
shall or may have by reason of any matter, cause or thing whatsoever
arising to the time you sign this agreement. This release includes, but is
not limited to, any rights or claims relating in any way to your employment
relationship with the Company, or the cessation thereof, or under any
statute, including claims for age discrimination under the federal Age
Discrimination in Employment Act, and claims under Title VII of the Civil
Rights Act, The Americans With Disabilities Act, the New York Human Rights
Law, and any other federal, state or local law.
5. You represent that you have not filed against the Company or any of the
Company's subsidiaries, affiliates or any Related Persons, any complaints,
charges or law suits arising out of your employment by the Company, or any
other matter arising on or prior to the date hereof. You covenant and agree
that you will not seek recovery against the Company or any of its
subsidiaries, affiliates or any Related Person arising out of any of the
matters set forth in this paragraph or any of the matters that are the
subject of paragraph 4 hereof.
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Ms. Patricia DeRosa
Dated as of January 15, 2001
Page 3
6. The provisions of paragraph 4 above notwithstanding, nothing in this letter
agreement shall prevent you from enforcing the terms of this agreement.
Further, the provisions of paragraph 4 above shall not constitute a release
or waiver of any of your rights with respect to any severance compensation
to which you are entitled under Section 6 of the Employment Agreement, or
any of your rights to indemnification by the Company or any of its
subsidiaries under, and in accordance with the terms of, the respective
Certificates of Incorporation and By-Laws of the Company and such
subsidiaries, or any indemnification of you by the Company or its
subsidiaries required by any applicable law, nor do you waive or lose any
rights that you have to compensation for vested accrued unused 2001
vacation, or any rights that you have as a former employee under the
Company's stock option plan, stock purchase plan, or retirement or
insurance plans, as applicable.
7. The Company advises you to consult with an attorney of your choosing prior
to signing this agreement. You confirm that you have the right and have
been given the opportunity to review this agreement and, specifically, the
release set forth in paragraph 4 and the representations and agreements set
forth in paragraph 5, with an attorney of your choice. You also understand
and agree that the Company is under no obligation to offer you the
severance compensation set forth in paragraph 3 and that you are under no
obligation to consent to the release set forth in paragraph 4 and the
representations and agreements set forth in paragraph 5, and that you have
entered into this agreement freely and voluntarily.
8. You may have twenty-one days to consider the terms of this agreement.
Furthermore, once you have signed this agreement, you will have seven
additional days from the date you sign it to revoke your consent. To revoke
this agreement you must clearly communicate your decision to do so to the
Senior Vice President - Human Resources of the Company (212-541-3361)
within the seven day period. This agreement will not become effective until
seven days after the date you have signed it, as indicated on the last page
hereof. Such seventh day is considered to be the "Effective Date" of this
agreement.
9. The terms in this letter constitute the entire agreement between us and may
not be altered or modified other than in a writing signed by you and the
Company. This letter supersedes in its entirety the letter to you from the
Company dated January 15, 2001. You represent that in executing this letter
agreement you do not rely and have not relied upon any representation or
statement not set forth herein made by the Company or any of its agents,
representatives, attorneys or Related Persons with respect to the subject
matter, basis or effect of this letter agreement, or otherwise.
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Ms. Patricia DeRosa
Dated as of January 15, 2001
Page 4
10. This agreement will be governed by the laws of the State of New York,
without reference to its choice of law rules.
If this letter correctly sets forth our understanding, please so signify by
signing and dating the enclosed copy of this letter and returning it to me.
Very truly yours,
AnnTaylor Stores Corporation
By: /s/J. Patrick Spainhour
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Chairman and Chief Executive Officer
AGREED TO AND ACCEPTED:
/s/ Patricia DeRosa
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PATRICIA DEROSA
Dated: February 12, 2001
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Ms. Patricia DeRosa
Dated as of January 15, 2001
Page 5
- --------------------------------------------------------------------------------
SCHEDULE A
- --------:------------:-------------:-----------:------------------------------
A : B : C : D : E
- --------:------------:-------------:-----------:-------------------------------
: : : Number :
: : : of Out- :
: : : standing :
: : : Options :
: : Number of : in :
: : Options : Column C :
: : Remaining : that are :
: : Outstanding : Vested :
Grant : Exercise : as of : as of :Summary of Vesting Terms (see
Date : Price : 1/15/01 : 1/15/01 :Option Agreement for full terms)
- --------:------------:-------------:-----------:--------------------------------
4/21/98 : $15.50 : 10,000 : 5,000 : vest 25% per anniversary of
: : : : grant date
- --------:------------:-------------:-----------:--------------------------------
3/8/99 : $44.25 : 35,000 : 8,750 : vest 25% per anniversary of
: : : : grant date
- --------:------------:-------------:-----------:--------------------------------
3/10/00 : $23.9375 : 40,000 : 0 : vest 25% per anniversary of
: : : : grant date
- --------:------------:-------------:-----------:--------------------------------