Exhibit 10.29
2002 STOCK OPTION AND RESTRICTED
STOCK
AND UNIT AWARD PLAN, AS
AMENDED
RESTRICTED STOCK AWARD
AGREEMENT
PERFORMANCE-VESTING RESTRICTED
STOCK
This Restricted Stock Award
Agreement (the “Agreement”), is entered into as of
«Date» (the “Grant Date”), by and
between AnnTaylor Stores Corporation, a Delaware corporation (the
“Company”), and «Name» , an employee
of the Company or a Subsidiary Corporation (the
“Grantee”).
Pursuant to the AnnTaylor Stores
Corporation 2002 Stock Option and Restricted Stock and Unit 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
Grantee shall be granted performance-vesting Restricted Shares
(“Performance Restricted Shares”) 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 of Shares . The
Grantee is hereby granted «Shares» Performance
Restricted Shares, subject to the restrictions set forth
herein.
2. Terms of Performance
Restricted Shares . The grant of Performance Restricted Shares
provided in Section 1 hereof shall be subject to the following
terms, conditions and restrictions:
(a) Subject to the restrictions set
forth in the Plan and this Agreement, the Grantee shall possess all
incidents of ownership of the Performance Restricted Shares granted
hereunder, including the right to receive dividends with respect to
such shares and the right to vote such shares.
(b) Performance Restricted Shares,
and any interest therein, may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of, except by will or
the laws of descent and distribution, prior to the lapse of
restrictions set forth in the Plan and this Agreement applicable
thereto, as set forth in Section 4 hereof.
(c) Notwithstanding any other
provision of this Agreement, in no event shall any outstanding
restrictions lapse prior to the satisfaction by the Grantee of the
liabilities described in Section 7 hereof.
(d) The Committee may, in its
discretion, cancel all or any part of any outstanding restrictions
prior to the expiration of the periods provided in Section 4
hereof.
3. Certificate: Restrictive
Legend . The Grantee agrees that any certificate issued for
Performance Restricted Shares prior to the lapse of any outstanding
restrictions relating thereto shall be inscribed with the following
legend:
This certificate and the shares of
stock represented hereby are subject to the terms and conditions,
including forfeiture provisions and restrictions against transfer
(the “Restrictions”), contained in the AnnTaylor Stores
Corporation 2002 Stock Option and Restricted Stock and Unit Award
Plan and an agreement entered into between the registered owner and
the Company. Any attempt to dispose of these shares in
contravention of the Restrictions, including by way of sale,
assignment, transfer, pledge, hypothecation or otherwise, shall be
null and void and without effect.
4. Lapse of Restrictions .
Except as may otherwise be provided herein, the restrictions on
transfer set forth in Section 2(b) shall lapse:
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(a)
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with respect to
of the Performance Restricted Shares, on the day following the
Compensation Committee meeting in which the Compensation Committee
certifies that the target(s) for the
vesting period set forth in Exhibit A (attached hereto) have been
achieved;
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(b)
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[insert
specifications regarding schedule for lapse of
restrictions].
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With respect to each of the
subsections of Section 4 above, if the restrictions on transfer for
the respective vesting
