Exhibit 10.32.1
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT
(“Amendment”) to the Employment Agreement
(“Employment Agreement”) by and between AnnTaylor
Stores Corporation (the “Company”) and Katherine
Lawther Krill (the “Executive”) dated as of
October 1, 2005, is entered into by the Company and the
Executive on, and to be effective as of December 19, 2008.
Capitalized terms used but not otherwise defined herein shall have
the respective meanings ascribed to such terms in the Employment
Agreement.
W I T N E S
S E T H
WHEREAS, the parties hereto desire
to amend the Employment Agreement on the terms set forth herein,
including amendments to allow the Employment Agreement to comply
with, or be exempt from, the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended (the
“Code”).
NOW, THEREFORE, in consideration of
the foregoing, and of the representations, warranties, covenants
and agreements contained in the Employment Agreement and herein,
and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged and accepted, the parties
hereto hereby agree as follows:
1. The last sentence of
Section 5(f) of the Employment Agreement is amended to read as
follows:
“Without limiting the
generality of the foregoing, the Company shall provide the
Executive with reimbursement of expenses incurred by the Executive
for financial, tax and real estate planning services in an amount
not to exceed $25,000 per year; provided such reimbursements shall
be made as soon as practicable following incurrence of the expense,
but in no event later than the end of the calendar year following
the calendar year in which the expense was
incurred.”
2. Section 5(i) of the
Employment Agreement is amended to read as follows:
“ Life Insurance .
During the Term of this Agreement and for a period of eighteen
(18) months following the Date of Termination (other than a
Date of Termination in connection with the Executive’s death
or a termination of Executive’s employment by the Company for
Cause or by the Executive for other than Good Reason), the Company
shall maintain a supplemental life insurance policy on behalf of
the Executive which provides for a death benefit equal to no less
than seven million dollars ($7,000,000), the proceeds of which
shall be paid upon the death of the Executive to the beneficiary
designated by the Executive.”
3. Section 5(j) of the
Employment Agreement is amended to add the following sentence at
the end thereof:
“Such gross-up payments shall
be made as soon as practicable (but in no event later than the end
of the calendar year) following the calendar year in which the
transportation services are provided.”
4. The second sentence of
Section 6(a)(iv) of the Employment Agreement is amended to
read as follows:
“For purposes of this
Agreement, the Executive shall have “Good Reason” to
terminate her employment hereunder (1) upon a failure by the
Company to comply with any material provision of this Agreement
which has not been cured within ten business days after notice of
such noncompliance has been given by the Executive to the Company,
(2) upon action by the Company resulting in a diminution of
the Executive’s title or authority, (3) upon the
Company’s relocation of the Executive’s principal place
of employment outside of the New York City metropolitan area,
(4) one year after a Change in Control, or (5) upon
failure of the Company to obtain from a successor the assumption
and agreement to perform this Agreement, as set forth in
Section 9(a).”
5. Section 6A(a) of the
Employment Agreement is amended to add the following sentence to
the end thereof:
“Following termination of
Executive’s employment for Disability, the Executive shall
have no further rights to any compensation or any other benefits
under this Agreement other than as set forth in this
Section 6A(a).”
6. The initial clause (i) of
Section 6A(d)(2)(B) of the Employment Agreement is amended to
read as follows:
“(i) within
five days after the Date of Termination, the Company shall pay to
the Executive in
