0001193125-05-068058 Sample Contracts

AND UNIT AWARD PLAN, AS AMENDED NON-QUALIFIED STOCK OPTION AGREEMENT TIME- VESTING OPTIONS
Non-Qualified Stock Option Agreement • April 1st, 2005 • Anntaylor Stores Corp • Retail-women's clothing stores • New York

This Non-Qualified Stock Option Agreement (this “Agreement”) is entered into as of «GrantDate» (the “Grant Date”), between AnnTaylor Stores Corporation, a Delaware corporation (the “Company”), and «Name» (the “Option Holder”).

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AND UNIT AWARD PLAN, AS AMENDED RESTRICTED STOCK AWARD AGREEMENT TIME-VESTING RESTRICTED STOCK
Restricted Stock Award Agreement • April 1st, 2005 • Anntaylor Stores Corp • Retail-women's clothing stores • New York

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”).

PERFORMANCE-VESTING RESTRICTED STOCK AWARD AGREEMENT
2003 Equity Incentive Plan • April 1st, 2005 • Anntaylor Stores Corp • Retail-women's clothing stores • New York

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”).

RESTRICTED STOCK AWARD AGREEMENT TIME-VESTING RESTRICTED STOCK
Restricted Stock Award Agreement • April 1st, 2005 • Anntaylor Stores Corp • Retail-women's clothing stores • New York

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”).

March 16, 2005
Anntaylor Stores Corp • April 1st, 2005 • Retail-women's clothing stores • New York

Reference is made to the employment agreement between you and AnnTaylor Stores Corporation (the “Company”) dated as of January 29, 2002 (the “Employment Agreement”).

AND UNIT AWARD PLAN, AS AMENDED RESTRICTED STOCK AWARD AGREEMENT PERFORMANCE- VESTING RESTRICTED STOCK
Restricted Stock Award Agreement • April 1st, 2005 • Anntaylor Stores Corp • Retail-women's clothing stores • New York

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”).

NON-STATUTORY STOCK OPTION AGREEMENT TIME-VESTING OPTIONS
Non-Statutory Stock Option Agreement • April 1st, 2005 • Anntaylor Stores Corp • Retail-women's clothing stores • New York

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”).

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