This Restricted Stock Units Agreement involves
Title: 2000 STOCK OPTION AND RESTRICTED STOCK AWARD PLAN, AS AMENDED RESTRICTED STOCK AWARD AGREEMENT TIME-VESTING RESTRICTED STOCK
Governing Law: New York Date: 6/7/2006
Industry: Retail (Apparel)
2000 STOCK OPTION AND RESTRICTED STOCK
AWARD PLAN, AS AMENDED
RESTRICTED STOCK AWARD AGREEMENT
TIME-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 2000 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 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» Restricted Shares, subject to the restrictions set forth herein.
2. Terms of Restricted Shares . The grant of 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 Restricted Shares granted hereunder, including the right to receive dividends with respect to such shares and the right to vote such shares.
(b) 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 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 2000 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:
(a) with respect to percent ( %) of the Restricted Shares, on ;
(b) [insert specifications regarding schedule for lapse of restrictions].
Upon each lapse of restrictions relating to Restricted Shares, and provided that the Grantee shall have complied with the Grantee’s obligations under Section 7 hereof, the Company shall issue to the Grantee or the Grantee’s personal representative a stock certificate representing one share of Common Stock, free of the restrictive legend described in Section 3 hereof, in exchange for each whole Restricted Share with respect to