Exhibit 10.9
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
relatin
