Form of 2003 Equity Incentive Plan Restricted Stock Award Agreement



 Exhibit 10.30 
  
 2003 EQUITY INCENTIVE PLAN, AS AMENDED 
  
 PERFORMANCE-VESTING RESTRICTED STOCK AWARD AGREEMENT 
  
 This Restricted Stock Award Agreement (the “Agreement”), is entered into as of «Grant 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 2003 Equity Incentive 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 or reinvest dividends with respect to such shares
(to the extent declared by the Company) 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. 
  
 (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 2003 Equity Incentive Plan, as amended, 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                          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; 

  

	 	(b)	[insert specifications regarding schedule for lapse of restrictions]. 

  
 With respect to each of the subsections of Section 4 above, if the restrictions on transfer for the respective vesting period do not lapse because the
applicable target(s) have not been achieved, then the Performance Restricted Shares attributable to such subsection shall be immediately forfeited by the Grantee. 
  
 Upon each lapse of restrictions relating to Performance Restricted Shares, if applicable, 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 Performance Restricted Share with respect to which such restrictions have lapsed. If certificates representing such Performance Restricted Shares shall have theretofore been delivered
to the Grantee, the Grantee shall return such certificates to the Company, complete with any necessary signatures or instruments of transfer, prior to the issuance by the Company of such unlegended shares of Common Stock. 
  
 5. Effect of Certain Changes. Upon the occurrence of an
Acceleration Event, all restrictions then outstanding with respect to the Performance Restricted Shares shall automatically lapse and be of no further force and effect. 
  
 6. Termination of Employment. In the event that the Grantee ceases to be employed by the Company or any of its
divisions or Subsidiary Corporations, for any reason, prior to the end of the Restricted Period, all Performance Restricted Shares with respect to which the restrictions set forth in Section 4 hereof shall not yet have lapsed (taking into account
Sections 2 and 5) shall thereupon be automatically forfeited by the Grantee. Performance Restricted Shares forfeited pursuant to the preceding sentence shall be transferred to, and reacquired by, the Company or its Subsidiary Corporation without
payment of any consideration by the Company or the Subsidiary Corporation, and neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such
shares or certificates. If certificates containing restrictive legends shall have theretofore been delivered to the Grantee or the Grantee’s personal representative, the Grantee or Grantee’s personal representative shall return such
certificates to the Company, complete with any necessary signatures or instruments of transfer. 
  

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 7. Taxes. The Grantee shall pay to the Company promptly upon request, and in any event at
the time the Grantee recognizes taxable income in respect of the Performance Restricted Shares (or the Grantee makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), in connection with such
grant), an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Performance Restricted Shares. Such payment shall be made in the form of cash, shares of Common Stock already owned
(provided that such shares have been held for at least one year) or otherwise issuable upon the lapse of restrictions, or in a combination of such methods, subject to the terms of the Plan. The Grantee shall promptly notify the Company of any
election made pursuant to Section 83(b) of the Code. 
  
 8.
No Guarantee of Employment. Nothing set forth herein or in the Plan shall (i) confer upon the Grantee any right of continued employment for any period by the Company or any of its divisions or Subsidiary Corporations, (ii) entitle the
Grantee to remuneration or benefits not set forth in the Plan, or (iii) interfere with or limit in any way the right of the Company or any such division or Subsidiary Corporation to terminate such Grantee’s employment. 
  
 9. Notices. Any notice required or permitted under this
Agreement shall be in writing and deemed given when (i) delivered personally, (ii) mailed by United States certified or registered mail, return receipt requested, postage prepaid, or (iii) delivered by overnight courier service. Such notices shall
be sent to the Grantee at the last address specified in the Company’s records (or such other address as the Grantee may designate in writing to the Company), or to the Company at the following address (or such other address as the Company may
designate in writing to the Grantee): 
  
 AnnTaylor 
 1372 Broadway, 12th
Floor 
 New York, NY 10018 
 Attn: Corporate Secretary 
  
 10. Failure To
Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 
  

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 11. Governing Law. This Agreement shall be governed by and construed according to the laws
of the State of New York, without regard to the conflicts of laws provisions thereof. 
  
 12. Incorporation of Plan and Order of Precedence. A copy of the Plan is attached hereto and incorporated herein by reference and made a part of this Agreement. This Agreement and the Performance
Restricted Shares shall be subject to the terms of the Plan, as it may be amended from time to time, provided that such amendment of the Plan is made in accordance with Section 10 of the Plan. In the event of a conflict or ambiguity between any of
the provisions set forth in this Agreement and any provisions set forth in the Grantee’s then-current employment agreement (if any), the terms set forth in such employment agreement shall prevail. 
  
 13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original but all of which together shall represent one and the same agreement. 
  
  

			
	ANNTAYLOR STORES CORPORATION	  	GRANTEE:
		
	 By:                                      
                                        
                        
	  	                                      
                                        
                          
	 Name:
	  	«Name»
	 Title:
	  	 

  
  

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