Form of Restricted Stock Award Agreement


 Exhibit 10.5 
  
 2002 STOCK OPTION AND RESTRICTED STOCK 
 AND UNIT 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 2002 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 2002 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 twenty-five percent (25%) of the Restricted Shares, on the first anniversary of the Grant Date; 

  

	 	(b)	with respect to twenty-five percent (25%) of the Restricted Shares, on the second anniversary of the Grant Date; 

  

	 	(c)	with respect to twenty-five percent (25%) of the Restricted Shares, on the third anniversary of the Grant Date; and 

  

	 	(d)	with respect to twenty-five percent (25%) of the Restricted Shares, on the fourth anniversary of the Grant Date. 

  
 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 which such restrictions have lapsed. If certificates representing such 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 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 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. Restricted Shares forfeited pursuant to the preceding sentence shall be transferred to, and reacquired by, the Company without payment of any consideration by the
Company, 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 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 Restricted Shares. Such payment shall be made in the form of cash, shares of Common Stock already owned (for at
least six months) 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 confer upon the Grantee any right of continued employment for any period by the Company or any of its divisions or Subsidiary Corporations, or shall interfere in
any way with the right of the Company or any such division or Subsidiary Corporation to terminate such employment. 
  
 9. Notices.    Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when
deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee at the last address specified in Grantee’s employment records, or such other address as the Grantee may designate in writing to the Company, or
to the Company, Attention: Corporate Secretary, 142 West 57th Street, New York, NY 10019, or such other address as the Company may designate in writing to the Grantee. 
  
 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. 
  
 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.    A copy of the Plan is attached hereto. The Plan is hereby incorporated herein by reference and made a part of this Agreement, and this Agreement 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. 
  
 13. Amendments.    This Agreement may be amended or modified at any time by an instrument in writing signed by both parties
hereto. 
  

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 14. 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. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first set forth above. 
  

					
	ANNTAYLOR STORES CORPORATION	 	GRANTEE:
			
	By:	 	  

	 	

	 	 	 	 	            «name»

  

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