Form of 2003 Equity Incentive Plan Non-Statutory Stock Option Agreement.



 EXHIBIT 10.1 
 2003 EQUITY INCENTIVE PLAN, AS AMENDED 
 NON-STATUTORY STOCK OPTION AGREEMENT 
 TIME-VESTING OPTIONS 
 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 Compensation Committee of the Board of Directors of the Company (the “Committee”) or its designee 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, during the term set forth in Section 4 below in accordance with
the following schedule: 
 From                     through
                    , for up to         % of the Option Shares; 
 [insert specifications regarding vesting schedule] 
 The foregoing notwithstanding, if an Acceleration Event shall occur 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. 
 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 six months) 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 six months 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 (d) of this Section 4, if the Option Holder’s employment is terminated by reason of the Option Holder’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or a
Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired
the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or
Retirement, 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 paragraph (d) of this Section 4, the Option shall, to the extent not
theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. 
 (c) Except as otherwise
provided in paragraph (b) of this Section 4, and except as may be provided in accordance with paragraph (d) of this Section 4, the Option may not be exercised unless the Option Holder is then in the employ or service of the
Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed or in service since the Grant Date. In the event the Option Holder’s employment or service is terminated or ceases
for any reason other than the Option Holder’s death, Disability, Retirement or a termination voluntarily by the Option Holder or a termination by the Company for Cause, all Options that are exercisable at the time of such termination may, to
the extent not theretofore exercised or canceled, be exercised at any time within the earlier of when the Options expire pursuant to Section 4 (a) hereof and three (3) months after such termination of employment or cessation of
service, as applicable. Notwithstanding the foregoing, if the employment of an Option Holder shall terminate voluntarily by the Option Holder or by the Company for Cause, all Options theretofore granted to such Option Holder shall, to the extent not
theretofore exercised, terminate on the day following termination. 
  

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 (d) 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 earlier of (i) term set forth in paragraph (a) of this Section 4 and (ii) the date beyond which the Option would be treated as nonqualified deferred
compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended. 
 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 Employment. Nothing set forth herein or in the
Plan shall (i) confer upon the Option Holder any right of continued employment or service 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 such Option Holder’s employment. 
 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. 
 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 11 of the Plan. 
  

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 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 
 7 Times Square, 15th Floor 
 New York, NY 10036 
 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:
	 		 		 	

  

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