Amendment to Confidentiality, Non-Solicitation, and Non-Competition Agreement between Ann Taylor, Inc. and Brian Lynch
This amendment, effective December 18, 2008, modifies the existing Confidentiality, Non-Solicitation, and Non-Competition Agreement between Ann Taylor, Inc. and Brian Lynch. It adds a provision allowing Brian Lynch to receive certain benefits if he resigns for "Good Reason," such as changes in reporting structure, job responsibilities, work location, or breach of contract by the company. If he resigns without Good Reason, the original non-competition terms remain unchanged. All other terms of the original agreement continue to apply.
Exhibit 10.38.1
December 11, 2008 |
Mr. Brian Lynch
Dear Brian,
The Confidentiality, Non-Solicitation of Associates and Non-Competition Agreement (the Confidentiality Agreement) dated June 9, 2008, that you entered into with Ann Taylor, Inc. (the Company), is hereby amended, effective immediately to add following new Paragraph 10:
10. Termination for Good Reason. If you terminate your employment for Good Reason (as defined below) you will not be deemed to have voluntarily resigned and you will be entitled to the benefits set forth in Paragraph 2 of this Agreement as if you had been terminated by the Company without Cause. As used herein, Good Reason shall mean: (1) a change in your reporting relationship so that you no longer report to the CEO of Ann Taylor Stores Corporation; (2) action by the Company resulting in a diminution of your responsibilities as the head of the Ann Taylor Factory Division, the head of E-Commerce or the head of Real Estate and Construction; (3) the Companys relocation of your principal place of employment outside of the New York City metropolitan area; or (4) the Companys breach of any contractual agreements with you, provided the Company does not cure such breach within fourteen calendar days of notice from you. If you terminate your employment without Good Reason, the Company will not waive the provisions of Paragraph 2(b) of this Agreement or shorten the Non-Competition period pursuant to Paragraph 2(c) of this Agreement.
Except as amended hereby, all other terms and conditions of the Confidentiality Agreement shall remain in full force and effect.
Very truly yours, |
/s/ Kay Krill 12/18/08 |
Kay Krill |
President & Chief Executive Officer |
Agreed: |
/s/ Brian Lynch |
Brian Lynch |
President, Corporate Operations |
Dated: 12/17/08 |