Form of Director Non-Statutory Stock Option Agreement


 Exhibit 10.2 
  
 2003 EQUITY INCENTIVE PLAN, AS AMENDED 
  
 NON-STATUTORY STOCK OPTION AGREEMENT 
 TIME-VESTING OPTIONS FOR DIRECTORS 
  
 This Non-Statutory Stock Option Agreement (this “Agreement”) is entered into as of «Grant Date» (the “Grant Date”), between AnnTaylor Stores Corporation, a Delaware corporation
(the “Company”), and «Name» (the “Option Holder”). 
  
 Pursuant to the AnnTaylor Stores Corporation 2003 Equity Incentive Plan, as amended (the “Plan”), the Board of Directors of the Company (the “Board”) has determined that the Option Holder be
granted an option under the Plan, 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 and Price of Shares.    The
Company hereby grants to the Option Holder an option (the “Option”) to purchase «Options» shares of the Company’s Common Stock (the “Option Shares”) at a price of $«Price» per share (the
“Option Price”). 
  
 2. Time of
Exercise.    Subject to the provisions of Section 4 hereof, the right to purchase shares pursuant to the Option shall be exercisable in whole or in part, at any time and from time to time, commencing on the first
anniversary of the Grant Date. 
  
 The foregoing notwithstanding,
if an Acceleration Event shall occur prior to such first anniversary and prior to termination of the Option pursuant to Section 4 hereof, the Option Holder’s right to purchase 100% of the Option Shares shall become exercisable immediately upon
the occurrence of such event. 
  
 3. Method of
Exercise.    The Option, or any part thereof, shall be exercised by written notice from the Option Holder to the Secretary of the Company specifying the number of Option Shares to be purchased (which must be a whole
number of shares) and accompanied by payment in full of the Option Price for the shares being purchased. Such payment may be made in (i) cash; (ii) shares of Common Stock (that the Option Holder has owned for at least one year) having a Fair Market
Value equal to such Option Price; (iii) a combination of cash and shares provided that such shares have been held by the Option Holder for at least one year prior to such exercise; or (iv) a “cashless exercise” procedure (in the sole
discretion of the Committee) involving a broker; provided, however, that such method and time for payment shall be permitted by and be in compliance with applicable law. A minimum of one hundred (100) shares must be purchased each time the Option is
exercised, unless the Option is being exercised with respect to all Option Shares available at such time for purchase hereunder. No shares shall be issued until full payment therefor has been received by the Company and the provisions of Section 8
hereof shall have been complied with, and the Option Holder shall have no rights as a stockholder of the Company in respect of such shares until the date of the issuance by the Company of a stock certificate representing such shares, or issuance of
the shares in uncertificated form by book entry on the records of the Company’s Common Stock registrar and transfer agent. 






 4. Term of the Option. 
  
 (a) The Option shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth
anniversary of the Grant Date, unless terminated earlier as provided herein. 
  
 (b) Except as may be provided pursuant to paragraph (c) of this Section 4, if the Option Holder ceases to be a member of the Board of Directors of the Company for any reason (other than removal for cause), the Option
may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such separation from the Board, be exercised by the Option Holder at any time within one year after the date of separation, but in any event not beyond the date on
which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such one year
period. If, however, the Option Holder is removed for cause, then the Option shall terminate upon the date of separation from the Board. 
  
 (c) The period for exercise of the Option may be extended by, and in the sole discretion of, the Committee in accordance with the Plan, but in any event
not longer than the term set forth in paragraph (a) of this Section 4. 
  
 5. Non-Transferability.    The Option and the Option Holder’s rights hereunder shall not be transferable other than by will or the law of descent and distribution, and during the lifetime of the Option
Holder the Option may be exercised only by the Option Holder or by the Option Holder’s guardian or legal representative. 
  
 6. No Guarantee of Continuing Relationship.    Nothing set forth herein or in the Plan shall (i) confer upon the Option
Holder any right of continued engagement as a Director for any period by the Company or any of its divisions or Subsidiary Corporations, (ii) entitle the Option Holder 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 any such relationship. 
  
 7. Non-Statutory Stock Option.    No portion of the Option constitutes an Incentive Stock Option. The Option granted
hereunder constitutes a Non-Statutory Stock Option. 
  
 8.
Taxes upon Exercise of Options.    The Option Holder agrees that: 
  
 (a) no later than the date of any exercise of the Option, the Option Holder shall pay to the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any federal, state or local taxes required by law to be withheld upon or in connection with such exercise; and 
  
 (b) the Company shall, to the extent permitted or required by law, have the right to deduct all federal, state and local taxes of any kind required by law
to be withheld upon any exercise of the Option or from any payment of any kind otherwise due to the Option Holder with respect to the Option. 
  

 2 







 9. Failure to Enforce Not a Waiver.    The failure of the Company to
enforce at any time any provision of this Option Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 
  
 10. Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of New
York, without regard to the conflicts of laws provisions thereof. 
  
 11. Incorporation of Plan.    A copy of the Plan is attached hereto and incorporated herein by reference and made a part of this Agreement. This Agreement and the Option 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. 
  
 12. 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 Option Holder at the last address
specified in the Company’s records (or such other address as the Option Holder 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 Option
Holder): 
  
 AnnTaylor 
 1372 Broadway, 12th Floor 
 New York, NY 10018 
 Attn: Corporate Secretary 
  
 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	 	OPTION HOLDER
			
	By:	 	  

	 	

	Name:	 	 	 	                «Name»
	Title:	 	 	 	 

  

 3