142 West 57th St.
New York, NY
10019
212 541.3519
fax
212 541.3316
AnnTaylor
J. PATRICK SPAINHOUR
Chairman &
Chief Executive Officer
PERSONAL & CONFIDENTIAL
July 15, 1997
Mr. Barry I. Shapiro
17 Fleetwood Road
Commack, NY 11725
Dear Barry:
This will confirm the agreement between you and AnnTaylor, Inc. (hereafter
referred to as the "Company") regarding your separation from the Company.
1. We agree that your date of separation from employment with the
Company will be July 15, 1997 (the "Separation Date") and,
effective as of the Separation Date, you hereby resign from your
positions as an officer and/or director of the Company and any
of the Company's subsidiaries.
2. In consideration of your consent to the release set forth in
paragraph 4 and the representations and agreements set forth
in this letter agreement, including those set forth in
paragraph 5 hereof, the Company agrees to pay you the severance
compensation described in pargraph 3 below, subject to the
terms and conditions set forth in this letter.
3. Subject to this letter agreement becoming effective and to your
compliance with the terms hereof, your severance compensation
shall consist of the following:
(a) Cash compensation of up to $175,000.00, less all
applicable federal, state and local withholding taxes
("Taxes"), payable in up to fourteen equal semi-monthly
installments of $12,500.00 (less Taxes), commencing
on the Effective Date of this letter agreement (as
defined in paragraph 11 below), and continuing through
the earlier of (i) the seven-month anniversary of such
date and (ii) such time as you procure other full time
employment. The foregoing notwithstanding, the
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Mr. Barry I. Shapiro
July 15, 1997
Page 2
installment payments referenced above shall be reduced
by the amount of any compensation you receive from
other sources for part-time employment, consulting
engagements, or otherwise prior to procuring full-time
employment. You agree that you will provide the Company
prompt written notice of the amounts of any such other
compensation and, if you procure other full time
employment prior to the fourteenth payment referenced
above, you will provide the Company prompt written
notice of such other employment.
(b) The Company shall permit you to continue your
participation in its medical and dental insurance
programs at the associate rate of contribution, from the
Separation Date throughout the period during which you
are receiving severance compensation pursuant to paragraph
3(a) above. At the end of that period, you shall be
entitled to participate in such programs in accordance with
the applicable COBRA regulations.
4. In consideration of the compensation described in paragraph 3 above,
you voluntarily, knowingly and willingly release and forever
discharge the Company, its parents, 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
termination thereof, or under any Statute, including the federal Age
Discrimination in Employment Act, 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 the
Company's parents, 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
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Mr. Barry I. Shapiro
July 15, 1997
Page 3
against the Company or any of its parents, subsidiaries, affiliates
or any Related Person arising out of any of the matters set forth in
this paragraph or in paragraph 4.
6. Nothing set forth in this agreement shall prevent you from enforcing
the terms of this agreement, nor do you waive or lose any rights
that you have to compensation for vested accrued unused 1997 vacation,
or any rights that you have as a former employee under the Company's
stock option plans, stock purchase plan, or retirement or insurance
plans, as applicable.
7. You represent that you have returned or will immediately return to
the Company all confidential information of the Company ("Company
Information" ), and you will not retain any copies, reproductions or
excerpts thereof, including without limitation business plans and
projections, strategic planning documentation, reports, files,
memoranda, records, mailing lists, customer lists, credit cards,
door and file keys, training manuals, and other physical or personal
property which you received or prepared or helped prepare in
connection with your employment by the Company, and other technical,
business or financial information or trade secrets the use or
disclosure of which might reasonably be construed to be contrary
to the interests of the Company or any Related Person.
8. In the course of your employment with the Company you acquired
confidential Company Information. You understand and agree that such
Company Information was disclosed to you in confidence and for the
benefit and use of only the Company. You acknowledge that you
have no ownership right or interest in any Company Information
used or developed during the course of your employment. You
understand and agree that (a) you will keep such Company Information
confidential at all times after your employment with the Company and
(b) you will not make use of Company Information on your own behalf or
on behalf of any third party.
9. You agree that, from the date hereof through July 15, 1998, you will
not solicit, entice, persuade, induce or influence any individual
who is an employee of the Company to terminate his or her employment
with the Company or to become employed by any other individual or
entity, and you shall not approach any such employee for any such
purpose. Any breach of the terms of this paragraph shall result in
your automatic forfeiture of the severance compensation set forth in
paragraph 3 above.
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Mr. Barry I. Shapiro
July 15, 1997
Page 4
10. 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.
11. You may have forty-five 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.
12. You agree to keep the terms of your severance compensation and this
agreement confidential, other than as necessary to consult with
your legal or tax advisors.
13. 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. 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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Mr. Barry I. Shapiro
July 15, 1997
Page 5
14. 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 the Senior Vice President - Human Resources, AnnTaylor, Inc., 142
West 57th Street, New York, New York 10019.
Very truly yours,
AnnTaylor, Inc.
By: /s/ J. Patrick Spainhour
-----------------------------
Chairman & CEO
AGREED TO AND ACCEPTED:
/s/Barry I. Shapiro
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Barry I. Shapiro
Dated: August 14, 1997