March 21, 1994
PERSONAL AND CONFIDENTIAL
Mr. Bert A. Tieben
623 Cedar Grove
Orange, CT 06477
Re: Consulting and Severance Agreement
Dear Bert:
This Consulting and Severance Agreement is entered into by and
among you, AnnTaylor Stores Corporation ("ATSC") and AnnTaylor,
Inc. ("AnnTaylor"), and evidences the agreement among you, Ann
Taylor and ATSC with respect to the termination of your
employment, effective as of February 4, 1994 (the "Separation
Date"), as follows:
1. The parties acknowledge that you have resigned from and
terminated your employment with Ann Taylor and ATSC,
effective as of the Separation Date. Ann Taylor and ATSC
are sometimes referred to together herein as the "Company".
2. In consideration of your services to the Company, your
services as a consultant to the Company as set forth in
paragraph 3 below, your consent to the release set forth in
paragraph 6 and the representations and agreements set forth
in this Letter Agreement, including those set forth in
paragraph 7 hereof, the Company agrees to pay you the
compensation described in paragraph 4 below, subject to the
terms and conditions set forth in this letter.
3. You agree to serve as a consultant to the Company with
respect to administrative and other business matters
affecting the Company, for a period of one (1) year from the
Separation Date or such shorter time period during which you
receive severance compensation as per section 4(a) of this
Agreement. You shall be available to provide such
consulting services during the consulting period for up to
twenty (20) hours per week during regular business hours.
The Company shall reimburse you for all reasonable out-of-
pocket expenses incurred by you in connection with such
services.
4. Subject to the Agreement becoming effective, the Company
agrees to pay you severance compensation as follows:
(a) One (1) year severance compensation commencing as of
the Separation Date, at your current base salary rate,
less all applicable federal, state and local
withholding taxes, payable in twenty-four (24) semi-
monthy installments. In the event you commence full-
time employment during the first six (6) months of this
Agreement, your severance compensation will be limited
to a maximum of six (6) additional months from the date
you commence such full-time employment.
Notwithstanding the foregoing, in the event you
commence full-time employment during the first six (6)
months from the Separation Date, your severance
compensation will be limited to six (6) months and in
the event you commence full-time employment later than
six (6) months from the Separation Date, but before the
first anniversary of the Separation Date, your
severance compensation will terminate on the date you
commence such full-time employment.
(b) After the end of the Fall 1993 Season, you shall be
paid a sum equal to the amount, if any, to which you
would have been entitled under the Management
Performance Compensation Plan for the Fall 1993 Season
if you had continued to be an employee of Ann Taylor
(less all applicable federal, state and local
withholding taxes).
(c) You shall have the right to continue your
participation in the Ann Taylor medical and dental
insurance programs at your current rate of
contribution, for a period of one (1) year from
the Separation Date, or such shorter time period
during which you receive severance compensation as
per section 4(a) of this Agreement. Nothing
herein shall affect any of your rights as a former
employee under any other Ann Taylor or ATSC
employee benefit plan.
(d) All stock options held by you under the AnnTaylor
Stores Corporation 1989 Stock Option Plan are
vested as of the Separation Date.
(e) All stock options held by you under the AnnTaylor
Stores Corporation 1992 Stock Option Plan shall
vest as of the Separation Date.
(f) Your vested vacation for four (4) weeks will
be paid (less taxes) on February 28, 1994.
5. The Company confirms that you remain covered by the
indemnification provisions of the Charter and/or By-Laws of
Ann Taylor and ATSC as they exist on the Separation Date,
for all actions taken as an officer of Ann Taylor or ATSC.
6 In consideration of the compensation described in paragraph
4 above, you voluntarily, knowingly and willingly release
and forever discharge the Company and its parents,
subsidiaries and affiliates, together with its and their
respective officers, directors, partners, shareholders,
employee, 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 through and including the Separation Date. 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, or any other federal, state or local law.
7. You represent that you have not filed against the Company or
any Related Person any complaints, charges or law suits
arising out of your employment by the Company or any other
matter arising on or prior to the Separation Date. You
covenant and agree that you will not seek recovery against
the Company or any Related Person arising out of any of the
matters set forth in this paragraph or in paragraph 6;
provided, however, that this shall not limit you from
enforcing your rights under this Agreement.
8. You represent that you have returned all Company property
and information, except your laptop computer, which will be
returned to the Company not later than four (4) months after
the Separation Date, and agree to keep all Company
information and trade secrets confidential and not to use
any confidential Company information on your own behalf or
on behalf of any third party.
9. You acknowledge that you have had the opportunity to review
this Agreement with your attorney, and that the Company is
under no obligation to offer you the compensation set forth
in paragraph 4, and that you are under no obligation to
consent to the release set forth in paragraph 6 or the
representations and agreements set forth in paragraph 7.
10. You may have forty-five days to consider the terms of this
Agreement. This Agreement shall become effective on the
seventh (7th) day following your execution hereof, and upon
such date, shall become effective as of the Separation Date.
11. This Agreement supersedes any prior agreement, and
constitutes the entire agreement, among you, ATSC and Ann
Taylor with respect to the subject matter hereof, and may
not be altered or modified other than in a writing signed by
all the parties hereto. This Agreement shall remain binding
upon any successor to Ann Taylor or ATSC (whether direct or
indirect, by purchase, merger, consolidation or otherwise).
This Agreement shall inure to the benefit of, and be
enforceable by each of the parties' successors, and by your
personal or legal representatives, executors,
administrators, heirs, distributees, devisees and legatees.
12. This Agreement will be governed by and construed in
accordance with the laws of the State of New York, without
reference to its choice of law rules.
If this letter correctly sets forth your understanding, please
execute and return the enclosed copy of this letter.
Very truly yours,
ANNTAYLOR STORES CORPORATION
By: /s/ Paul E. Francis
Executive Vice President
Finance and Administration
ANNTAYLOR, INC.
By: /s/ Paul E. Francis
Executive Vice President
Finance and Administration
AGREED, March 21, 1994
/s/ Bert A. Tieben
BERT A. TIEBEN