EXHIBIT 10
January 16, 1998 AMENDMENT to
THE ANNTAYLOR STORES CORPORATION
1992 STOCK OPTION AND RESTRICTED
STOCK AND UNIT AWARD PLAN
The AnnTaylor Stores Corporation 1992 Stock Option and
Restricted Stock and Unit Award Plan, amended and restated
as of February 23, 1994 and subsequently amended as of
February 20, 1997 (the "Plan"), is hereby further amended,
effective as of January 16, 1998, as follows:
1. Section 3 of the Plan is hereby amended by
restating the first paragraph thereof to read in its
entirety as follows:
The Plan shall be administered by the
Compensation Committee (the "Committee") of the
Board of Directors of the Corporation (the
"Board"). The Committee shall consist of two or
more members of the Board, each of whom shall be
both an "outside director" within the meaning of
Section 162(m) of the Code and a "nonemployee
director" within the meaning of Rule 16b-3, as
from time to time amended ("Rule 16b-3"),
promulgated under Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange
Act").
2. Section 3 of the Plan is hereby further amended by
adding the following new sentence at the end of the third
paragraph of that Section:
The Committee shall have the authority in its
discretion to delegate to specified officers of
the Corporation the power to make Grants,
including to determine the terms of such Grants,
and the power to extend the exercisability of
Options pursuant to Section 6(f) or 6(g) hereof,
in each case consistent with the terms of this
Plan and subject to such restrictions, if any, as
the Committee may specify when making such
delegation; provided that the delegates shall not
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have authority to make Grants to, or extend the
exercisability of Options held by, such delegates
or any Executive Officer (as defined below in this
Section 3).
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3. The fifth paragraph of Section 3 of the Plan is
hereby amended by changing the words "disinterested persons"
in the twelfth line thereof to the words "nonemployee
directors".
4. Section 4 of the Plan is hereby amended by
restating the first sentence of the first paragraph thereof
to read in its entirety as follows:
Options, Restricted Stock Awards and
Restricted Unit Awards may be granted to employees
(including, without limitation, officers who are
employees) of the Corporation or its present or
future divisions and Subsidiary Corporations, and
to directors (whether or not employees) of the
Corporation or its present or future divisions and
Subsidiary Corporations.
5. Section 5 of the Plan is hereby amended by
restating the second and third sentences thereof to read in
their entirety as follows:
Subject to the next sentence of this paragraph,
the aggregate number of shares of Common Stock as
to which Options alone may be granted from time to
time under this Plan shall not exceed 2,850,000;
the number of shares of Common Stock as to which
Restricted Stock Awards alone may be granted from
time to time under this Plan shall not exceed
67,000; and the number of Restricted Units that
may be awarded from time to time under this Plan
shall not exceed 33,000. In addition to the
shares of Common Stock and Restricted Units made
available for Grants under the preceding sentence,
there may be granted from time to time under this
Plan additional Options, Restricted Shares and
Restricted Units for an aggregate of an additional
250,000 shares of Common Stock (for purposes of
this calculation, counting each such additional
Restricted Unit as one share of Common Stock).
6. Section 6 of the Plan is hereby amended by
restating the second sentence of Section 6(f) to read in its
entirety as follows, effective with respect to Grants made
on or after the date on which this Amendment is adopted by
the Board:
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In the event that the employment of an Optionee
shall terminate other than by reason of death,
Disability or Retirement, all Options theretofore
granted to such Optionee shall, to the extent not
theretofore exercised or canceled, terminate
immediately upon such separation of employment;
provided, however, that the Committee may in its
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discretion extend the period for exercise of
Options that were exercisable at the time of
separation of employment to a date later than such
separation date, but in any event not beyond the
date on which the Option would otherwise expire
pursuant to Section 6(e) hereof.
7. Section 6 of the Plan is hereby amended by
restating Section 6(g) to read in its entirety as follows:
(g) DEATH, DISABILITY OR RETIREMENT OF
OPTIONEE. If an Optionee shall die while employed
by the Corporation or a Subsidiary Corporation, or
if the Optionee's employment shall terminate by
reason of Disability or Retirement, all Options
theretofore granted to such Optionee, to the
extent exercisable on the date of death or
separation, may be exercised by the Optionee or by
the Optionee's estate or by a person who acquired
the right to exercise such Option by bequest or
inheritance or otherwise by reason of the death or
Disability of the Optionee, at any time within
three (3) years after the date of death or
termination by reason of Disability or Retirement,
or at such later time as the Committee may in its
discretion determine, but in any event not beyond
the date on which the Option would otherwise
expire pursuant to Section 6(e) hereof.
The Plan, as amended hereby, is hereby ratified and
affirmed in all respects.
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