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Exhibit
10.5
2000 STOCK OPTION
AND
RESTRICTED STOCK AWARD
PLAN, AS AMENDED
NON-QUALIFIED STOCK OPTION
AGREEMENT
TIME-VESTING
OPTIONS
This Non-qualified Stock
Option Agreement (this “Agreement”) is entered into as
of «GrantDate» (the “Grant Date”),
between AnnTaylor Stores Corporation, a Delaware corporation (the
“Company”), and «Name» (the
“Option Holder”).
Pursuant to the AnnTaylor
Stores Corporation 2000 Stock Option and Restricted Stock Award
Plan, as amended (the “Plan”), the Compensation
Committee of the Board of Directors of the Company (the
“Committee”) or its designee has determined that the
Option Holder be granted an option under the Plan, upon the terms
and subject to the conditions hereinafter contained. Capitalized
terms used but not defined herein shall have the meanings assigned
to them in the Plan.
1. Number and Price of
Shares . The Company hereby grants to the Option Holder an
option (the “Option”) to purchase
«Options» shares of its Common Stock (the
“Option Shares”) at a price of
$«Price» per share (the “Option
Price”).
2. Time of Exercise
. Subject to the provisions of Section 4 hereof, the right
to purchase shares pursuant to the Option shall be exercisable in
whole or in part, at any time and from time to time, during the
term set forth in Section 4 below in accordance with the
following schedule:
From
through
, for up to % of the Option
Shares;
[insert specifications
regarding vesting schedule].
The foregoing
notwithstanding, if an Acceleration Event shall occur prior to
termination of the Option pursuant to Section 4 hereof, the
Option Holder’s right to purchase 100% of the Option Shares
shall become exercisable immediately.
3. Method of
Exercise . The Option, or any part thereof, shall be
exercised by written notice from the Option Holder to the Secretary
of the Company specifying the number of Option Shares to be
purchased (which must be a whole number of shares) and accompanied
by payment in full of the Option Price for the shares being
purchased. Such payment may be made (i) in cash, (ii) in
shares of Common Stock having a Fair Market Value equal to such
Option Price, (iii) in a combination of cash and shares or
(iv) through a “cashless exercise” procedure
involving a broker. A minimum of one hundred (100) shares must
be purchased each time the Option is exercised, unless the Option
is being exercised with respect to all Option Shares available at
such time for purchase hereunder. No shares shall be issued until
full payment therefor has
been received by the Company and the
provisions of Section 8 hereof shall have been complied with,
and the Option Holder shall have no rights as a stockholder of the
Company in respect of such shares until the date of the issuance by
the Company of a stock certificate representing such shares, or
issuance of the shares in uncertificated form by book entry on the
records of the Company’s Common Stock registrar and transfer
agent.
4. Term of the
Option .
(a) The Option shall be
exercisable, in accordance with the provisions of Sections 2 and 3
hereof, through the tenth anniversary of the Grant Date, unless
terminated earlier as provided herein.
(b) Except as may be provided
pursuant to paragraph (d) of this Section 4, if the
Option Holder’s employment is terminated by reason of the
Option Holder’s Disability or Retirement, or if the Option
Holder shall die while employed by the Company or a Subsidiary
Corporation, the Option may, to the extent otherwise exercisable
pursuant to Section 2 above on the date of such termination or
death, be exercised by the Option Holder or the Option
Holder’s estate or the person who acquired the right to
exercise the Option by bequest or inheritance or otherwise by
reason of the death or Disability of the Option Holder, at any
time
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