0001193125-10-264905 Sample Contracts

RESTRICTED UNIT AWARD AGREEMENT PERFORMANCE-VESTING RESTRICTED UNITS
Restricted Unit Award Agreement • November 19th, 2010 • Anntaylor Stores Corp • Retail-women's clothing stores • New York

This Restricted Unit 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”).

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TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • November 19th, 2010 • Anntaylor Stores Corp • Retail-women's clothing stores • New York

This TRADEMARK SECURITY AGREEMENT, dated as of April 23, 2008 (this “Agreement”), is made by ANNCO, INC., a Delaware corporation (“Grantor”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent for each of the Lenders now or hereafter party to the Credit Agreement (the “Agent”).

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