8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2004

ANNTAYLOR STORES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10738	13-3499319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

142 West 57th Street

New York, New York 10019

(Address, including Zip Code, of Registrant’s Principal Executive Offices)

(212) 541-3300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Names or Former Addresses, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Company hereby files the following forms of agreements to be used to evidence certain stock option or restricted stock grants made to named executive officers or stock option grants to non-employee directors pursuant to the 2002 Stock Option and Restricted Stock and Unit Award Plan, as amended, and the 2003 Equity Incentive Plan, as amended (the “2003 Plan”). These plans, along with their amendments, have been filed as exhibits to the Company’s periodic reports on Forms 10-K or 10-Q.

The forms of stock option and restricted stock agreements are attached hereto as Exhibits 10.1 through 10.6, and they contain all of the material terms and conditions of these stock option and restricted stock grants, other than the date of grant, the grantee’s name, the number of options or shares subject to the grant, and the exercise price per share (for options).

From time to time, the Company may make other awards on terms different from those in the form agreements attached hereto.

STOCK OPTION GRANT TO NON-EMPLOYEE DIRECTOR

On September 17, 2004, the Company granted 16,875 stock options under the 2003 Plan to Barbara A. Turf, a non-employee director, upon her election to the Board of Directors of the Company. The options have an exercise price equal to $26.23 per share, the fair market value on the date of grant. The options are generally exercisable and vest on the first anniversary of the date of grant, and they expire on September 17, 2014 unless terminated earlier as provided in the agreement.

A copy of the form of Director Non-Statutory Stock Option Agreement under the 2003 Plan is incorporated by reference to Exhibit No. 10.2 filed with this Form 8-K. The Company reported this grant on Form 4 pursuant to Section 16(a) of the Securities Exchange Act of 1934 on September 20, 2004.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit Number	Description
10.1	Form of Director Non-Qualified Stock Option Agreement under the 2002 Stock Option and Restricted Stock and Unit Award Plan, as amended.
10.2	Form of Director Non-Statutory Stock Option Agreement under the 2003 Equity Incentive Plan, as amended.
10.3	Form of Non-Qualified Stock Option Agreement under the 2002 Stock Option and Restricted Stock and Unit Award Plan, as amended.

10.4	Form of Non-Statutory Stock Option Agreement under the 2003 Equity Incentive Plan, as amended.
10.5	Form of Restricted Stock Award Agreement under the 2002 Stock Option and Restricted Stock and Unit Award Plan, as amended.
10.6	Form of Restricted Stock Award Agreement under the 2003 Equity Incentive Plan, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ANNTAYLOR STORES CORPORATION
		By:	/s/ Barbara K. Eisenberg
			Barbara K. Eisenberg
Date:	October 29, 2004		Senior Vice President,
			General Counsel and Secretary

EX-10.1

Exhibit 10.1

2002 STOCK OPTION AND RESTRICTED STOCK

AND UNIT AWARD PLAN, AS AMENDED

NON-QUALIFIED STOCK OPTION AGREEMENT

TIME-VESTING OPTIONS FOR DIRECTORS

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

Pursuant to the AnnTaylor Stores Corporation 2002 Stock Option and Restricted Stock and Unit Award 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 [            ] shares of its Common Stock (the “Option Shares”) at a price of [$                    ] 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 become 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 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 (i) in cash, (ii) in shares of Common Stock having a Fair Market Value equal to such Option Price, (iii) in a combination of cash and shares, or (iv) through a “cashless exercise” procedure involving a broker. 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 or book entry representing such shares.

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. 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 Board 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 confer upon the Option Holder any right of continued engagement as a Director, officer or employee 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 any such relationship.

7. Non-Qualified Stock Option.    No portion of the Option constitutes an Incentive Stock Option. The Option granted hereunder constitutes a Non-Qualified 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

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shall pay to the Company, or make arrangements satisfactory to the Board 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 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. Stock Option Plan.    A copy of the Plan is attached hereto as Exhibit A. The Plan is hereby incorporated herein by reference and made a part of this Agreement, and 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. 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:
	[                    ]	[                    ]
	[                    ]

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Exhibit A

AnnTaylor Stores Corporation

2002 Stock Option and Restricted Stock and Unit Award Plan

(As Amended)

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EX-10.2

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.

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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, 12^th 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:

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EX-10.3

Exhibit 10.3

2002 STOCK OPTION AND RESTRICTED STOCK

AND UNIT AWARD PLAN, AS AMENDED

NON-QUALIFIED STOCK OPTION AGREEMENT

TIME-VESTING OPTIONS

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”).

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 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 its 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:

Before the 1st anniversary of the Grant Date, for no Option Shares;

From the 1st anniversary of the Grant Date through the 2nd anniversary of the Grant Date, for up to 25% of the Option Shares;

From the 2nd anniversary of the Grant Date, through the 3rd anniversary of the Grant Date, for up to 50% of the Option Shares;

From the 3rd anniversary of the Grant Date, through the 4th anniversary of the Grant Date, for up to 75% of the Option Shares; and

From and after the 4th anniversary of the Grant Date, for up to 100% of the Option Shares.

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 (i) in cash, (ii) in shares of Common Stock (that you have owned for at least six months) having a Fair Market Value equal to such

Option Price, (iii) in a combination of cash and shares or (iv) through a “cashless exercise” procedure involving a broker. 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 of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed since the Grant Date. In the event the Option Holder’s employment is terminated for any reason other than the Option Holder’s death, Disability or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon such separation of employment.

(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 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.

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6. No Guarantee of Employment.    Nothing set forth herein or in the Plan shall confer upon the Option Holder any right of continued employment for any period by the Company or any of its divisions or Parent or Subsidiary Corporations, or shall interfere in any way with the right of the Company or any such division or Parent or Subsidiary Corporation to terminate such employment.

7. Non-Qualified Stock Option.    No portion of the Option constitutes an Incentive Stock Option. The Option granted hereunder constitutes a Non-Qualified 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. Stock Option 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 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. 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»

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EX-10.4

Exhibit 10.4

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 the 1st anniversary of the Grant Date through the 2nd anniversary of the Grant Date, for up to 25% of the Option Shares;

From the 2nd anniversary of the Grant Date through the 3rd anniversary of the Grant Date, for up to 50% of the Option Shares;

From the 3rd anniversary of the Grant Date through the 4th anniversary of the Grant Date, for up to 75% of the Option Shares; and

From and after the 4th anniversary of the Grant Date, for up to 100% of the Option Shares.

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 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 (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 or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon such separation of employment or cessation of service, as applicable.

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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 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 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 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

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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, 12^th 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.

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ANNTAYLOR STORES CORPORATION	OPTION HOLDER:
By:
Name:	«Name»
Title:

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EX-10.5

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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EX-10.6

Exhibit 10.6

2003 EQUITY INCENTIVE PLAN, AS AMENDED

RESTRICTED STOCK AWARD AGREEMENT

TIME-VESTING RESTRICTED STOCK

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”).

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 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 or reinvest dividends with respect to such shares (to the extent declared by the Company) 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.

(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 2003 Equity Incentive 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 or its Subsidiary Corporation without payment of any consideration by the Company or the Subsidiary Corporation, 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

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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.

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 (provided that such shares have been held for at least one year) 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 (i) confer upon the Grantee any right of continued employment for any period by the Company or any of its divisions or Subsidiary Corporations, (ii) entitle the Grantee 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 Grantee’s employment.

9. 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 Grantee at the last address specified in the Company’s records (or such other address as the Grantee 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 Grantee):

AnnTaylor

1372 Broadway, 12^th Floor

New York, NY 10018

Attn: Corporate Secretary

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 and incorporated herein by reference and made a part of this Agreement. This Agreement and the Restricted Shares 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.

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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	GRANTEE:
By:
Name:	«Name»
Title:

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