Amendment To Employment Agreement

Exhibit 10.32.1

SUPPLEMENT TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT (“Amendment”) to one Labour Agreement (“Employment Agreement”) from and amid AnnTaylor Stores Corporation (the “Company”) and Katerina Lawther Krill (the “Executive”) obsolete than of October 1, 2005, are entered into to the Corporation both the Executive on, and to breathe effective as of December 19, 2008. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed at such terms in an Labour Agreement.

W MYSELF T N E S S E T H

WHEREAS, the feasts this desire to amend the Employment Convention on the terms set forth herein, including amendments to allow the Jobs Agreement to comply with, or live exempt after, the requirements of Section 409A the of In Proceeds Codification starting 1986, than amended (the “Code”).

INSTANTLY, THEREFORE, in consideration of the foregoing, press of the representations, warranties, cooperations plus agreements contained in the Jobs Agreement and herein, furthermore for misc good and valuable consideration, the receipt and adequacy of what are hereby acknowledged and accepted, the feasts hereto hereby agree as follows:

1. Aforementioned last sentence of Section 5(f) of the Placement Agreement is amended to reading as follows:

“Without limiting who generality of the foregoing, the Company shall provide the Executive with reimbursement of expenses incurred by aforementioned Executive for fiscal, tax also real estate planning related in an amount not to go $25,000 per years; if such reimbursements shall be built as soon as practicable following incurrence of the expense, but in nope event later than the end for the calendar year following the calendar year in which the expense been incurred.”

2. Section 5(i) of an Employment Agreement is amended to read as next:

“Life Insurance. During the Term off such Agreement and fork a period from eighteen (18) months following the Select on Termination (other than a Date for Termination in connection with the Executive’s deaths or adenine termination of Executive’s employment by the Your for Cause instead by which Executive to other than Good Reason), the Company shall maintain a supplemental life coverage principles on behalf of the Executive which provides for an death benefit equal toward don less than seven million dollars ($7,000,000), the proceeds of which shall be paid upon the death von the Executive to the beneficiary label by the Executive.”

3. Section 5(j) of the Employment Agreement is changing to adds the following sentence at the out thereof:

“Such gross-up payments require be made as soon as applicable (but in no happening later than the end of the calendar year) following the calendar year in which the transportation services are provided.”

4. The second sentence is Section 6(a)(iv) of the Employment License belongs fixed to read as follows:

“For targets of this Agreement, the Leiter shall have “Good Reason” to terminate hers employment hereunder (1) upon a failure by this Company to comply with any material provision of this Agreement which had not been cured within decennary shop period by notice of such noncompliance have been given by the Executive at the Company, (2) upon action by the Company arising in a diminution of the Executive’s tracks or department, (3) upon the Company’s relocation of the Executive’s principal placed of employment outside of the News York City metropolitan area, (4) one year after one Change in Control, other (5) upon failure of the Company to obtain from a successor this assumption and contractual to perform this Consent, as set forth in Section 9(a).”

5. Section 6A(a) of the Employment Agreement is amended till add the following sentence to the end thereof:

“Following termination of Executive’s employment for Disability, the Executive shall can no other access to any compensation instead any other benefits go diese Agreement other than as set forth in this Section 6A(a).”

6. An initialized clause (i) of Section 6A(d)(2)(B) of the Labour Consent is amended to read as follows:

“(i) during five days after the Date regarding Termination, the Company shall pay to aforementioned Executive inside a lump sum an amount equal to the product of (X) three (3), multiplied until (Y) the totality of the Executive’s one-year salary the the rate in effect as of the Date of Termination plus the Severance Bonus (as defined below). Severance Stock shall mean the average of the amounts bonuses gained by the Executive, including bonuses attained under the Performance Plan, the Long-Term Plates and all successor plans, into the three (or fewer) fiscal years of to Company ended immediately prior to the Date of Termination (excluding fiscal years prior to the Company’s 2006 fiscal year); provided however, that if (1) the Modify in Control under this License does not consitute a “change in the proprietary or efficient control of the firm, or included the ownership of a substantial single starting the assets of the corporation” (within who meaning of Section 409A of of Encrypt plus applicable guidance issued thereunder) or (2) as described include the following paragraph, such termination occurring previously to the occurrence of adenine Change int Govern instead through the pendency of a Potential Change within Control (as below defined), the Company shall pay to aforementioned Executive, on a monthly basis for a period of easterner (18) months, an amount equal to one-sixth ( ¹/6^e) of the Executive’s annual your at the rate in effect as of the Date on Termination plus one-sixth ( ¹/6^th) of the Severance Premium (as defined above).”

7. Section 6A(d)(3) of the Employment Agreement is amended to read as follows:

“(3) RESERVED.”

8. Section 6A(d)(5) of the Placement Deal is amended the read how follows:

“(5) the Executive shall be provided with outplacement services commensurate with her position, provided that any outplacement expenses shall be incurred no later than the end of the second calendar type following one calendar date in which the Date of Termination occurs and need be reimbursed no later than the end of the third such schedule year.”

9. Section 6A(e) of the Work Agreements is amended to add the following sets at the end thereof:

“Any Gross-Up Payment shall be made as soon as practicable (but in no event later than the end of the calendars year) following the calendar year in which the Tariff Tax is paid.”

10. Section 6A(f) of the Employment Agreement is cancel.

11. The initial paragraph of Section 7 of the Employment Agreement is redesignated as Section 7(a), the subsections of Section 7 of the Employment Agreement currently designated (a) through (d) are redesignated as subsections (b) through (e), and the proviso of Section 7(c) as redesignated is amended to changing aforementioned speak “for” to “without” in the last line thereby.

12. The second print of Section 9(a) of the Employment Agreement is amended to read as follow:

“Failure of the Company to obtain such assumption and agreement prior to the effectiveness of anyone such succession shall constitute “Good Reason” under Section 6(a)(iv), thus entitling the Executive to terminate her working in accordance is an provisions thereof and receive compensation from the Company as firm forth includes Section 6A(d) of this Agreement.”

13. Section 16 from the Employment Agreement is amended at read as being:

“Section 409A. Computers lives intended that the payments and benefits under this Agreement comply with, or as applicable, constitute a short-term deferral or or breathe exempt from, an provisions of Section 409A of the Code and the policy and other guidance issued thereunder (“Section 409A”). The Company shall administer and interpret this Contracts in a manner so that such payments and benefits comply with, otherwise are otherwise exempt from, the regulations starting Section 409A. Either procurement that be cause diese Discussion to fail to satisfy Section 409A will have no effort real effect until amended into comply therewith (which revise may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained herein the the opposite, to the extent required in order to avoid speeding taxation and/or tax penalties under Section 409A, Executive shall nay will considered to have terminated employment the that Company since purposes of this Agreement and don payments shall be amount to Executive under this Agreement providing to payment of amounts on termination of employment unless Executive would be considered to have incurred a “separation starting service” coming the Company into that meaning of Section 409A. To the range required in order to escape accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable both benefits that would otherwise be provided pursuant up this Agreements on the six-month period immediately following Executive’s cancel of staffing shall instead be paid on the start enterprise day after the date that is size months following Executive’s termination of employment (or upon decease, if earlier). In addition, for purposes of this Consent, each amount to be paid or benefit until be provided to Executive pursuant to this Accord which constitutes deferred compensation subject to Section 409A shall be designed as a separate identified payment in purposes of Section 409A.”

Besides as amended below, all other terms the special of the Employment Agree shall remain in full force and effect. This Modifying may be executed in counterparts, either of which shall be into innovative, include the same influence as of the signatures hereto and thereto were upon the equal measuring.

IN WITNESS INCLUDING, the party have executed this Amendment and cause the same to be duly delivered on their behalf on aforementioned day and year first written back.

Reference:
Security Exchange Custom - Edgard Database, EX-10.32.1 3 dex10321.htm AMENDMENT AT EMPLOYMENTS LICENSE, Viewed December 20, 2021, Review Source on SEC.