Consulting and Severance Agree

Consulting and Severance Agreement - Bert A. Tieben(Mar 21, 1994)

 March 21, 1994 
 PERSONAL AND CONFIDENTIAL
 Mr. Bert A. Tieben    
 623 Cedar Grove
 Orange, CT  06477
		 Re:  Consulting and Severance Agreement
 Dear Bert: 
 This Consulting and Severance Agreement is entered into by and
 among you, AnnTaylor Stores Corporation ('ATSC') and AnnTaylor,
 Inc. ('AnnTaylor'), and evidences the agreement among you, Ann
 Taylor and ATSC with respect to the termination of your
 employment, effective as of February 4, 1994 (the 'Separation
 Date'), as follows:
 1.   The parties acknowledge that you have resigned from and
	  terminated your employment with Ann Taylor and ATSC,
	  effective as of the Separation Date.  Ann Taylor and ATSC
	  are sometimes referred to together herein as the 'Company'.
 2.   In consideration of your services to the Company, your
	  services as a consultant to the Company as set forth in
	  paragraph 3 below, your consent to the release set forth in
	  paragraph 6 and the representations and agreements set forth
	  in this Letter Agreement, including those set forth in
	  paragraph 7 hereof, the Company agrees to pay you the
	  compensation described in paragraph 4 below, subject to the
	  terms and conditions set forth in this letter.
 3.   You agree to serve as a consultant to the Company with
	  respect to administrative and other business matters
	  affecting the Company, for a period of one (1) year from the
	  Separation Date or such shorter time period during which you
	  receive severance compensation as per section 4(a) of this
	  Agreement.  You shall be available to provide such
	  consulting services during the consulting period for up to
	  twenty (20) hours per week during regular business hours. 
	  The Company shall reimburse you for all reasonable out-of-
	  pocket expenses incurred by you in connection with such
	  services. 
 4.   Subject to the Agreement becoming effective, the Company
	  agrees to pay you severance compensation as follows:
	  (a)  One (1) year severance compensation commencing as of
		   the Separation Date, at your current base salary rate,
		   less all applicable federal, state and local
		   withholding taxes, payable in twenty-four (24) semi-
		   monthy installments.  In the event you commence full-
		   time employment during the first six (6) months of this
		   Agreement, your severance compensation will be limited
		   to a maximum of six (6) additional months from the date
		   you commence such full-time employment. 
		   Notwithstanding the foregoing, in the event you
		   commence full-time employment during the first six (6)
		   months from the Separation Date, your severance
		   compensation will be limited to six (6) months and in
		   the event you commence full-time employment later than
		   six (6) months from the Separation Date, but before the
		   first anniversary of the Separation Date, your
		   severance compensation will terminate on the date you
		   commence such full-time employment. 
	  (b)  After the end of the Fall 1993 Season, you shall be
		   paid a sum equal to the amount, if any, to which you
		   would have been entitled under the Management
		   Performance Compensation Plan for the Fall 1993 Season
		   if you had continued to be an employee of Ann Taylor
		   (less all applicable federal, state and local
		   withholding taxes). 
		   (c)  You shall have the right to continue your
				participation in the Ann Taylor medical and dental
				insurance programs at your current rate of
				contribution, for a period of one (1) year from
				the Separation Date, or such shorter time period
				during which you receive severance compensation as
				per section 4(a) of this Agreement.  Nothing
				herein shall affect any of your rights as a former
				employee under any other Ann Taylor or ATSC
				employee benefit plan. 
		   (d)  All stock options held by you under the AnnTaylor
				Stores Corporation 1989 Stock Option Plan are
				vested as of the Separation Date. 
		   (e)  All stock options held by you under the AnnTaylor
				Stores Corporation 1992 Stock Option Plan shall
				vest as of the Separation Date.  
		   (f)  Your vested vacation for four (4) weeks will
				be paid (less taxes) on February 28, 1994.
 5.   The Company confirms that you remain covered by the
	  indemnification provisions of the Charter and/or By-Laws of
	  Ann Taylor and ATSC as they exist on the Separation Date,
	  for all actions taken as an officer of Ann Taylor or ATSC. 
 6    In consideration of the compensation described in paragraph
	  4 above, you voluntarily, knowingly and willingly release
	  and forever discharge the Company and its parents,
	  subsidiaries and affiliates, together with its and their
	  respective officers, directors, partners, shareholders,
	  employee, successors and assigns (collectively, the 'Related
	  Persons'), from any and all charges, complaints, claims,
	  promises, agreements, controversies, causes of action and
	  demands of any nature whatsoever which against any of them
	  you or your heirs, executors, administrators, successors or
	  assigns ever had, now have or hereafter can, shall or may
	  have by reason of any matter, cause or thing whatsoever
	  arising through and including the Separation Date.  This
	  release includes, but is not limited to, any rights or
	  claims relating in any way to your employment relationship
	  with the Company, or the termination thereof, or under any
	  statute, including the federal Age Discrimination in
	  Employment Act, Title VII of the Civil Rights Act, The
	  Americans With Disabilities Act, the New York Human Rights
	  Law, or any other federal, state or local law. 
 7.   You represent that you have not filed against the Company or
	  any Related Person any complaints, charges or law suits
	  arising out of your employment by the Company or any other
	  matter arising on or prior to the Separation Date.  You
	  covenant and agree that you will not seek recovery against
	  the Company or any Related Person arising out of any of the
	  matters set forth in this paragraph or in paragraph 6;
	  provided, however, that this shall not limit you from
	  enforcing your rights under this Agreement. 
 8.   You represent that you have returned all Company property
	  and information, except your laptop computer, which will be
	  returned to the Company not later than four (4) months after
	  the Separation Date, and agree to keep all Company
	  information and trade secrets confidential and not to use
	  any confidential Company information on your own behalf or
	  on behalf of any third party. 
  
 9.   You acknowledge that you have had the opportunity to review
	  this Agreement with your attorney, and that the Company is
	  under no obligation to offer you the compensation set forth
	  in paragraph  4, and that you are under no obligation to
	  consent to the release set forth in paragraph 6 or the
	  representations and agreements set forth in paragraph 7. 
 10.  You may have forty-five days to consider the terms of this
	  Agreement.  This Agreement shall become effective on the
	  seventh (7th) day following your execution hereof, and upon
	  such date, shall become effective as of the Separation Date.
 11.  This Agreement supersedes any prior agreement, and
	  constitutes the entire agreement, among you, ATSC and Ann
	  Taylor with respect to the subject matter hereof, and may
	  not be altered or modified other than in a writing signed by
	  all the parties hereto.  This Agreement shall remain binding
	  upon any successor to Ann Taylor or ATSC (whether direct or
	  indirect, by purchase, merger, consolidation or otherwise). 
	  This Agreement shall inure to the benefit of, and be
	  enforceable by each of the parties' successors, and by your
	  personal or legal representatives, executors,
	  administrators, heirs, distributees, devisees and legatees. 
 12.  This Agreement will be governed by and construed in
	  accordance with the laws of the State of New York, without
	  reference to its choice of law rules. 
 If this letter correctly sets forth your understanding, please
 execute and return the enclosed copy of this letter. 
 Very truly yours,
 ANNTAYLOR STORES CORPORATION
 By: /s/   Paul E. Francis
	   Executive Vice President
	   Finance and Administration 
 ANNTAYLOR, INC. 
 By: /s/   Paul E. Francis
	   Executive Vice President 
	   Finance and Administration 
 AGREED, March 21, 1994 
 /s/   Bert A. Tieben
 BERT A. TIEBEN