{"id":38937,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-anntaylor-stores-corp-and-sally-frame.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-anntaylor-stores-corp-and-sally-frame","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-anntaylor-stores-corp-and-sally-frame.html","title":{"rendered":"Employment Agreement &#8211; AnnTaylor Stores Corp. and Sally Frame Kasaks"},"content":{"rendered":"<pre>                  EMPLOYMENT AGREEMENT\n\n\n          EMPLOYMENT AGREEMENT (the 'Agreement'), dated\nas of February 1, 1994, between ANNTAYLOR STORES \nCORPORATION, a Delaware corporation (the 'Company'), and SALLY\nFRAME KASAKS (the 'Executive').\n\n          WHEREAS, the Company and the Executive are\ncurrently parties to an agreement (the 'Prior Agreement')\nrelating to Executive's employment with the Company; and\n\n          WHEREAS, the Company desires to provide for the\ncontinued service and employment of the Executive with\nthe Company and the Executive wishes to continue in the\nservice of the Company, all in accordance with the terms\nand conditions provided herein.\n\n          NOW, THEREFORE, in consideration of the \npremises and the respective covenants and agreements of \nthe parties herein contained, and intending to be legally\nbound hereby, the parties hereto agree as follows:\n\n          1.   Employment.  The Company hereby agrees to\ncontinue to employ the Executive, and the Executive\nhereby agrees to continue to serve the Company, on the\nterms and conditions set forth herein.\n\n          2.   Term.  The initial term of employment of\nthe Executive by the Company hereunder will commence\neffective as of February 1, 1994, and such initial term\nwill end on January 31, 1997, unless further extended or\nsooner terminated as hereinafter provided.  Commencing on\nFebruary 1, 1997, and each February 1 thereafter (each\nsuch February 1st, an 'Anniversary Date'), the term of\nthe Executive's employment shall automatically be \nextended for one additional year unless, not later than \nthe July 31 immediately preceding an Anniversary Date, \neither party shall have given notice (a 'Nonrenewal \nNotice') to the other party that it does not wish to \nextend this Agreement.  References hereinafter to the \n'Term' of this Agreement shall refer to both the initial \nterm and any extended term of the Agreement hereunder.  \nNotwithstanding expiration of the Term or other termination \nof this Agreement, without limiting other provisions that \nsurvive by their intent, the provisions of Sections 3(b), \n5(c), 10 and 11 hereof shall continue in effect.\n\n          3.   Nature of Performance.\n\n               (a)  Position and Duties.  The Executive\nshall continue to serve as Chairman and Chief Executive\nOfficer of the Company and shall have such \nresponsibilities, duties and authority consistent with \nsuch positions (and not less than her current \nresponsibilities, duties and authority) as may from time \nto time be determined by the Board of Directors of the \nCompany (the 'Board').  The Executive shall devote \nsubstantially all of her working time and efforts to the \nbusiness and affairs of the Company; provided that, this \nAgreement shall not be interpreted to prohibit the \nExecutive from making passive investments, engaging in \ncharitable activities or, subject to prior approval of \nthe Board (which approval shall not be unreasonably \nwithheld), serving on the board of directors of any \nother corporation.\n\n               (b)  Indemnification.  To the fullest\nextent permitted by law and the Company's certificate of\nincorporation and by-laws, the Company shall indemnify\nthe Executive for all amounts (including, without \nlimitation, judgments, fines, settlement payments, \nlosses, damages, costs and expenses (including \nreasonable attorneys' fees)) incurred or paid by the \nExecutive in connection with any action, proceeding, suit \nor investigation arising out of or relating to the \nperformance by the Executive of services for, or acting as \na fiduciary of any employee benefit plans, programs or \narrangements of the Company or as a director, officer or employee of,\nthe Company or any subsidiary thereof.  Following the\nTerm, the Company shall continue to indemnify the Executive with \nrespect to such services performed during the Term, to the same \nextent as the Company indemnifies its officers, directors, employees \nand fiduciaries, as applicable.\n\n          4.   Place of Performance.  In connection with\nthe Executive's employment by the Company, the Executive\nshall be based at the principal executive offices of the\nCompany in the city of New York or at such other principal \nexecutive office in the New York City Metropolitan\nArea as the Company may hereafter maintain, except for \nrequired travel on the Company's business.\n\n          5.   Compensation and Related Matters.\n\n               (a)  Annual Compensation.\n\n                    (i)  Base Salary.  During the period\n     of the Executive's employment hereunder, the Company\n     shall pay to the Executive an annual base salary at\n     a rate not less than $750,000, such salary to be\n     paid in conformity with the Company's policies relating\n     to salaried employees.  This salary may be (but\n     is not required to be) increased from time to time,\n     subject to and in accordance with the annual\n     executive performance review procedures of the Company \n     and, if so increased, shall not thereafter be\n     decreased during the Term of this Agreement.  Compensation \n     of the Executive by salary payments shall not\n     be deemed exclusive and shall not prevent the Executive \n     from participating in any other compensation or\n     benefit plan of the Company.  The salary payments\n     (including any increased salary payments) hereunder\n     shall not in any way limit or reduce any other\n     obligation of the Company hereunder, and no other\n     compensation, benefit or payment hereunder shall in\n     any way limit or reduce the obligation of the Company \n     to pay the Executive's salary hereunder.\n\n                    (ii)  Annual Bonus.  During the\n     period of Executive's employment hereunder, the\n     Executive shall be eligible to participate in the\n     Company's annual bonus plan as in effect from time\n     to time, and shall be entitled to receive such\n     amounts (a 'Bonus') as may be authorized, declared\n     and paid by the Company pursuant to the terms of\n     such plan; provided that, notwithstanding any contrary \n     provisions of such bonus plan, unless the\n     Executive's employment is terminated by the Company\n     for Cause (as defined in Section 6(c) hereof) or by\n     the Executive (other than for Good Reason, as defined \n     in Section 6(d)(1) hereof), the Executive\n     shall be entitled to receive any Bonus paid with\n     respect to any bonus period completed on or prior\n     to the Date of Termination or, in the case a\n     Nonrenewal Notice is given by the Company, through\n     the scheduled expiration date of the Term (even if\n     the Executive terminates her employment prior to\n     such scheduled expiration date for Good Reason\n     under Section 6(d)(1)(v) hereof).\n\n               (b)  Stock Options.  During the period of\nExecutive's employment hereunder, the Executive shall be\neligible to be granted options to acquire shares of common \nstock of the Company ('Shares') pursuant to the\nCompany's stock option plan.  In determining the number\nof Shares to be covered by such stock option grants, the\nCommittee administering the Company's stock option plan\nshall take into account, among other things, the position \nof the Executive and the number of Shares covered\nby options granted to other executives of the Company.\n\n               (c)  SERP.\n\n                    (i)   Subject to the terms and conditions \n     set forth herein, the Executive shall be\n     entitled to payment by the Company of an annual\n     supplemental retirement benefit (the 'SERP'), expressed \n     as a life annuity commencing on the Executive's \n     sixty-fifth (65th) birthday, equal to (A) fifty percent \n     (50%) of her 'Final Average Compensation' \n     (as defined in clause (ii) below) minus (B) the sum of \n     (1)  any amounts payable to the Executive under any \n     'defined benefit plan' (as defined in Section 3(35) \n     of the Employee Retirement Income Security Act of 1974), \n     now or hereafter maintained by the Company, including \n     excess benefit or supplemental retirement plans; \n     and (2) any amounts payable to the Executive as annual \n     primary social security retirement benefits.\n\n                    (ii)  As used in this Agreement,\n     'Final Average Compensation' shall mean the highest\n     average of the Executive's annual salary and Bonus\n     payable from the Company for any period of three\n     consecutive fiscal years; provided that, the maximum \n     amount of any Bonus to be taken into account\n     for any year in determining Final Average Compensation \n     shall be 100% of the Executive's salary for\n     the year to which the Bonus relates.\n\n                    (iii) The Executive shall be fully\n     vested in the SERP upon the completion of fifteen\n     (15) years of service with the Company and attainment \n     of age 55; provided that, the SERP shall be\n     fully vested if the Executive's employment is terminated \n     (1) by the Company without Cause (as hereinafter defined), \n     (2) by the Executive for Good Reason (as hereinafter \n     defined), (3) due to the Executive's death, (4) due to \n     the Executive's Disability (as hereinafter defined), \n     or (5) by reason of the expiration of the Term of this \n     Agreement as a result of a Nonrenewal Notice having been \n     provided by the Company.  For purposes hereof, all service \n     by the Executive with the Company or any predecessor, \n     including her prior service from May 1979\n     through September 1985, shall be recognized.  In\n     the event the Executive's employment is terminated\n     under any of the circumstances referred to in the\n     foregoing proviso, the amount of the SERP referred\n     to in sub-clause (A) of clause (i) above shall be\n     determined by multiplying such amount by a fraction\n     (not to exceed one (1)) the numerator of which is\n     the number of years of service of the Executive as\n     of the Date of Termination (taking into account,\n     where and to the extent applicable, the additional\n     period referred to in Section 7(a)(v) or Section\n     7(d)(4) hereof) and the denominator of which is\n     fifteen (15).\n\n                    (iv)  The SERP shall be payable on a\n     monthly basis in the form of an annuity for the\n     Executive's life with fifty percent (50%) of the\n     SERP amount being payable after Executive's death\n     to her surviving spouse for his life.  The fifty\n     percent (50%) survivor benefit referred to in the\n     preceding sentence shall also be payable to Executive's \n     surviving spouse in the event of her death\n     during employment or her death after cessation of\n     employment but prior to commencement of SERP payments.\n     SERP payments shall commence on the first\n     day of the month following the later of the\n     Executive's fifty-fifth (55th) birthday or her Date\n     of Termination; provided that, Executive (or, in\n     the event of her death, her surviving spouse) may\n     elect, at least one year prior to termination of\n     employment, to commence receiving SERP payments at\n     any later date (but in no event later than the\n     later of her sixty-fifth (65th) birthday or her\n     Date of Termination).  In the event SERP payments\n     commence prior to the Executive's sixty-fifth\n     (65th) birthday, the amount of such payments shall\n     be actuarially reduced (in accordance with the\n     methods and assumptions used under the Company's\n     qualified defined benefit pension plan) to reflect\n     such early commencement.\n\n                    (v)  Notwithstanding the foregoing\n     provisions, if the Executive's employment is terminated \n     by the Company for Cause, all rights of the\n     Executive and her spouse to future SERP payments\n     shall be forfeited.\n\n               (d)  Other Benefits.  During the period\nof Executive's employment hereunder, the Executive shall\ncontinue to be entitled to participate in all other employee \nbenefit plans, programs and arrangements of the\nCompany, as now or hereinafter in effect, which are\napplicable to the Company's employees generally or to\nits executive officers, as the case may be, subject to\nand on a basis consistent with the terms, conditions and\noverall administration of such plans, programs and arrangements.  \nDuring the period of Executive's employment\nhereunder, the Company shall continue to provide to the\nExecutive all of the fringe benefits and perquisites\nwhich she is receiving as of the date hereof, at not\nless than the levels currently provided, and the Executive \nshall be entitled to participate in and receive any\nother fringe benefits or perquisites which may become\navailable to the Company's executive employees.  Without\nlimiting the generality of the foregoing, the Company\nshall provide the Executive with financial planning and\ntax preparation services on a tax-free basis.\n\n               (e)  Vacations and Other Leaves.  The\nExecutive shall continue to be entitled to the number of\nvacation days (and to compensation in respect of earned\nbut unused vacation days), paid holidays and personal\nleave days that she is entitled to as of the date hereof.\n               \n               (f)  Expenses.  During the period of the\nExecutive's employment hereunder, the Executive shall be\nentitled to receive prompt reimbursement for all reason\nable and customary expenses incurred by the Executive in\nperforming services hereunder, including all expenses of\ntravel and accommodations while away from home on business \nor at the request of and in the service of the\nCompany; provided that, such expenses are incurred and\naccounted for in accordance with the policies and procedures \nestablished by the Company.\n\n               (g)  Services Furnished.  The Company\nshall continue to furnish the Executive with office\nspace, stenographic assistance and such other facilities\nand services as shall be suitable to the Executive's\nposition and adequate for the performance of her duties\nhereunder.\n\n               (h)  Legal Fees.  The Company shall pay\ndirectly or reimburse the Executive for any legal fees\nincurred by the Executive in connection with the negotiation \nand preparation of the Agreement; provided that,\nsuch payment or reimbursement shall not exceed $10,000.\n\n          6.   Termination.  The Executive's employment\nhereunder may be terminated without breach of this Agreement \nonly under the following circumstances:\n\n               (a)  Death.  The Executive's employment\nhereunder shall terminate upon her death.\n\n               (b)  Disability.  If, as a result of the\nExecutive's incapacity due to physical or mental illness, \nthe Executive shall have been absent from her\nduties hereunder on a full-time basis for the entire\nperiod of six (6) consecutive months, and within thirty\n(30) days after written Notice of Termination (as defined \nin paragraph (e) below) is given (which may occur\nbefore or after the end of such six (6) month period)\nshall not have returned to the performance of her duties\nhereunder on a full-time basis, the Executive's employment \nhereunder shall terminate for 'Disability.'\n\n               (c)  Cause.  The Company may terminate\nthe Executive's employment hereunder for 'Cause'.  For\npurposes of this Agreement, the Company shall have\n'Cause' to terminate the Executive's employment hereunder \nupon (i) the Executive's conviction for the commission \nof an act or acts constituting a felony under the\nlaws of the United States or any state thereof, (ii)\naction by the Executive toward the Company involving\ndishonesty (other than good faith expense account disputes), \n(iii) the Executive's refusal to abide by or\nfollow written directions of the Board, (iv) the\nExecutive's gross nonfeasance which does not cease with\nin ten (10) business days after notice regarding such\nnonfeasance has been given to the Executive by the Company \nor (v) failure of the Executive to comply with the\nprovisions of Section 10 (prior to a Change in Control)\nor 11 of this Agreement, or other willful conduct by the\nExecutive which is intended to have and does have a\nmaterial adverse impact on the Company.\n\n               (d)  Termination by the Executive.\n\n                    (1)  The Executive may terminate her\n     employment hereunder for 'Good Reason'.  For purposes \n     of this Agreement, the Executive shall have\n     'Good Reason' to terminate her employment hereunder\n     (i) upon a failure by the Company to comply with\n     any material provision of this Agreement which has\n     not been cured within ten (10) business days after\n     notice of such noncompliance has been given by the\n     Executive to the Company, (ii) upon action by the\n     Company resulting in a diminution of the\n     Executive's title or authority, (iii) upon the\n     Company's relocation of the Executive's principal\n     place of employment outside of the New York City\n     Metropolitan Area, (iv) one year after a 'Change in\n     Control of the Company' (as defined in paragraph\n     (d)(2) below) or (v) at any time following the\n     expiration of ninety (90) days following the\n     Company's issuance of a Nonrenewal Notice.  The\n     Executive may terminate her employment voluntarily\n     without Good Reason upon at least six months' prior\n     notice to the Company.\n\n                    (2)   For purposes of this Agreement, \n     a 'Change in Control of the Company' will be\n     deemed to have occurred if:\n\n               (A)  any 'person', as such term is used\n                    in Sections 13(d) and 14(d) of the\n                    Securities Exchange Act of 1934, as\n                    amended (the 'Exchange Act'), other\n                    than (1) the Company, (2) Merrill\n                    Lynch &amp; Co. or any affiliate there\n                    of, which for purposes of this\n                    Agreement shall include First Capital \n                    Partners Inc. and its affiliates\n                    (collectively, 'ML'), (3) any trustee \n                    or other fiduciary holding securities \n                    under an employee benefit\n                    plan of the Company, or (4) any \n                    corporation owned, directly or indirectly, \n                    by the stockholders of the Company in \n                    substantially the same proportion as \n                    their ownership of Shares)\n                    (a 'Person'), is or becomes the 'beneficial \n                    owner' (as defined in Rule\n                    13d-3 under the Exchange Act), directly \n                    or indirectly, of securities\n                    of the Company representing 30% or\n                    more of the combined voting power of\n                    the Company's then outstanding\n                    voting securities (not including in\n                    the securities beneficially owned by\n                    such Person securities acquired\n                    directly from ML representing in\n                    excess of 15% of the combined voting\n                    power of the Company's then\n                    outstanding voting securities but\n                    including any such securities\n                    acquired directly from ML representing \n                    up to 15% of such combined\n                    voting power);\n\n               (B)  during any period of not more than\n                    two consecutive years, individuals\n                    who at the beginning of such period\n                    constitute the Board, and any new\n                    director (other than a director designated \n                    by a person who has entered\n                    into an agreement with the Company\n                    to effect a transaction described in\n                    clause (A), (C), or (D) of this Section \n                    6(d)(2)) whose election by the\n                    Board or nomination for election by\n                    the Company's stockholders was approved \n                    by a vote of at least two-thirds (2\/3) \n                    of the directors then still in office \n                    who either were directors at the beginning \n                    of the period or whose election or nomination\n                    for election was previously so approved, \n                    cease for any reason to constitute at least \n                    a majority thereof;\n\n               (C)  the stockholders of the Company approve \n                    a merger or consolidation of\n                    the Company with any other corporation, \n                    other than (1) a merger or consolidation \n                    which would result in the\n                    voting securities of the Company\n                    outstanding immediately prior there\n                    to continuing to represent (either\n                    by remaining outstanding or by being\n                    converted into voting securities of\n                    the surviving or parent entity) 50%\n                    or more of the combined voting power\n                    of the voting securities of the Company \n                    or such surviving or parent\n                    entity outstanding immediately after\n                    such merger or consolidation or (2)\n                    a merger or consolidation effected\n                    to implement a recapitalization of\n                    the Company (or similar transaction)\n                    in which no Person is or becomes the\n                    beneficial owner (as defined in (A)\n                    above), directly or indirectly, of\n                    securities of the Company represent\n                    ing 30% or more of the combined voting \n                    power of the Company's then outstanding \n                    securities (not including\n                    in the securities beneficially owned\n                    by such Person securities acquired\n                    directly from ML representing in excess \n                    of 15% of the combined voting\n                    power of the Company's then outstanding \n                    voting securities but including any such \n                    securities acquired directly from ML \n                    representing up to 15% of such combined \n                    voting power); or\n\n               (D)  the stockholders of the Company approve \n                    a plan of complete liquidation\n                    of the Company or an agreement for\n                    the sale or disposition by the Company \n                    of all or substantially all of\n                    the Company's assets (or any transaction \n                    having a similar effect).\n\n               (e)  Notice of Termination.  Any termination \nof the Executive's employment by the Company or by the Executive \n(other than termination under Section 6(a) hereof) shall be \ncommunicated by written Notice of Termination to the other party hereto \nin accordance with Section 13 hereof.  For purposes of this Agreement, a\n'Notice of Termination' shall mean a notice which shall indicate the \nspecific termination provision in this Agreement relied upon and shall \nset forth in reasonable detail the facts and circumstances claimed to \nprovide a basis for termination of the Executive's employment\nunder the provision so indicated.\n\n               (f)  Date of Termination.  'Date of Termination' \nshall mean (i) if the Executive's employment is terminated by her \ndeath, the date of her death, (ii) if the Executive's employment is \nterminated pursuant to subsection (b) above, the date which is the \nlater of thirty (30) days after Notice of Termination is given\n(provided that the Executive shall not have returned to\nthe performance of her duties on a full-time basis during such \nthirty (30)-day period) or the end of the six (6) consecutive month \nperiod referred to in Subsection (b) above, and (iii) if the \nExecutive's employment is terminated pursuant to subsection \n(c) or (d) above, the date specified in the Notice of Termination; \nprovided that, if within thirty (30) days after any Notice of\nTermination is given the party receiving such Notice of\nTermination notifies the other party that a dispute\nexists concerning the termination, the Date of Termination \nshall be the date on which the dispute is finally\ndetermined, either by mutual written agreement of the\nparties or by a binding and final arbitration award.\n\n          7.   Compensation Upon Termination or During\nDisability.\n\n               (a)  Disability.  During any period that\nthe Executive fails to perform her duties hereunder as a\nresult of incapacity due to physical or mental illness,\nthe Executive shall continue to receive her full salary\nat the rate then in effect for such period and other\napplicable benefits provided to active employees until\nher employment is terminated pursuant to Section 6(b)\nhereof.  Subject to the provisions of Section 10 hereof,\nin the event the Executive's employment is terminated\npursuant to Section 6(b) hereof, then\n\n                    (i)  as soon as practicable thereafter, \n     the Company shall pay the Executive all unpaid\n     amounts, if any, to which the Executive is entitled\n     as of the Date of Termination under Sections 5(a)\n     and (b) hereof and shall pay to the Executive, in\n     accordance with the terms of the applicable plan or\n     program, all other unpaid amounts to which Executive \n     is then entitled under any compensation or\n     benefit plan or program of the Company (collectively, \n     'Accrued Obligations');\n\n                    (ii)  following the Date of Termination \n     and for the longer of eighteen (18) months\n     thereafter or the balance of the Term as then in\n     effect (the 'Severance Period'), the Company shall\n     pay the Executive monthly an amount equal to (x)\n     the quotient of (A) the sum of (1) the Executive's\n     annual base salary at the rate in effect as of the\n     Date of Termination and (2) the average of the\n     annual bonuses earned by the Executive in the three\n     fiscal years of the Company ended immediately prior\n     to the Date of Termination, divided by (B) the\n     number twelve (12) (such quotient being referred to\n     herein as the 'Severance Payments'), minus (y) any\n     amounts payable to the Executive during such month\n     as a disability benefit under a Company-paid plan;\n\n                    (iii)  as of the Date of Termination, \n     an additional number of Shares underlying\n     outstanding stock options granted to the Executive\n     shall become exercisable, such that the total number \n     of Shares underlying each such grant which are\n     exercisable (including Shares covered by such grant\n     which have already become exercisable, whether or\n     not exercised) is equal to the product of (A) the\n     total number of Shares covered by such grant (whether \n     or not any portion of such grant has previously\n     been exercised) and (B) a fraction the numerator of\n     which is the number of full months from the date of\n     grant to the end of the Severance Period and the\n     denominator of which is the number of full months\n     from the date of grant to the date the option would\n     otherwise have become fully exercisable.  The Executive \n     shall have the right to exercise any stock\n     option, to the extent then exercisable, for a\n     period of one (1) year following the Date of\n     Termination, but in no event beyond the expiration\n     date of the option, and to the extent not exercisable, \n     the option shall immediately terminate;\n\n                    (iv)  as of the Termination Date,\n     restrictions with respect to an additional number\n     of restricted Shares then held by the Executive\n     shall lapse, such that the aggregate number of\n     Shares underlying each grant with respect to which\n     such restrictions have lapsed (including restricted\n     Shares underlying such grant with respect to which\n     such restrictions have previously lapsed) shall\n     equal the number of Shares with respect to which\n     such restrictions would have lapsed had the Executive \n     continued in the employment of the Company\n     through the end of the Severance Period, and all\n     additional restricted Shares shall be forfeited;\n\n                    (v)  for purposes of computing the\n     SERP payable to Executive, Executive shall be treated \n     as if she had continued in employment through\n     the end of the Severance Period; and\n\n                    (vi)  all outstanding principal\n     amounts (and accrued interest thereon) with respect\n     to the loan described in Section 8 hereof shall be\n     forgiven.\n\n               (b)  Death.  If the Executive's employment \n     is terminated by her death,\n\n                    (i)  the Company shall pay to the\n     person(s) or entity set forth in Section 12(b)\n     hereof: (A) the Accrued Obligations, at the time(s)\n     set forth in Section 7(a)(i) hereof; and (B) as\n     soon as practicable following the end of the fiscal\n     year of the Company in which the Executive's death\n     occurs, the Bonus which would otherwise have been\n     paid to the Executive with respect to such fiscal\n     year;\n\n                    (ii)  the additional vesting of\n     stock options and restricted Shares, as described\n     in Sections 7(a)(iii) and 7(a)(iv), respectively,\n     shall apply; and\n\n                    (iii)  all outstanding principal\n     amounts (and accrued interest thereon) with respect\n     to the loan described in Section 8 hereof shall be\n     forgiven.\n\n               (c)  Termination for Cause; Voluntary\nTermination Without Good Reason.  If the Executive's employment \nis terminated by the Company for Cause or voluntarily by \nthe Executive for other than Good Reason (including by \nreason of the expiration of the Term of this\nAgreement as a result of a Nonrenewal Notice having been\ngiven by the Executive), the Company shall pay the Accrued \nObligations to the Executive at the time(s) set\nforth in Section 7(a)(i) hereof and, except with respect\nto any obligations to pay the SERP hereunder, the Company \nshall have no further obligations to the Executive\nunder this Agreement.\n\n               (d)  Termination Without Cause; Termination \nfor Good Reason; Nonrenewal.  If (i) the Company\nshall terminate the Executive's employment other than\nfor Disability pursuant to Section 6(b) or for Cause,\n(ii) the Executive shall terminate her employment for\nGood Reason or (iii) the Term of this Agreement expires\nas a result of a Nonrenewal Notice having been provided\nby the Company, then, subject to the provisions of Section \n10 hereof: \n\n               (1)  the Company shall pay the Accrued\n                    Obligations to the Executive at the\n                    time(s) set forth in Section 7(a)(i)\n                    hereof;\n\n               (2)  the Company shall pay to the Executive \n                    the Severance Payments, as defined \n                    and for the period set forth\n                    in Section 7(a)(ii) hereof (except\n                    that in the case of the expiration\n                    of the Term, as described in clause\n                    (iii) above, or if the Executive\n                    shall terminate her employment based\n                    upon the event of Good Reason set\n                    forth in Section 6(d)(1)(v) hereof,\n                    the Severance Period shall end on\n                    the first anniversary of the expiration \n                    of the Term or on the first\n                    anniversary of the scheduled expiration \n                    of the Term (after giving effect to the \n                    relevant Nonrenewal Notice), as the \n                    case may be);\n\n               (3)  the additional vesting of stock options \n                    and restricted Shares, as described in \n                    Sections 7(a)(iii) and\n                    7(a)(iv), respectively, shall apply\n                    (except that in the case of the expiration \n                    of the Term, as described in\n                    clause (iii) above, or if the Executive \n                    shall terminate her employment\n                    based upon the event of Good Reason\n                    set forth in Section 6(d)(1)(v) here\n                    of, (1) the number of additional option \n                    Shares becoming exercisable\n                    shall be determined by reference to\n                    the number of full months from the\n                    date of grant to the first anniversary \n                    of the date of expiration of the\n                    Term or to the first anniversary of\n                    the scheduled expiration of the Term\n                    (after giving effect to the relevant\n                    Nonrenewal Notice), as the case may\n                    be, and (2) the number of additional\n                    Shares as to which restrictions\n                    shall lapse shall be determined as\n                    if Executive had remained employed\n                    through the first anniversary of the\n                    date of such expiration or scheduled\n                    expiration, as the case may be;\n\n               (4)  for purposes of computing the SERP\n                    payable to the Executive, the Executive \n                    shall be treated as if she had\n                    continued in employment through the\n                    end of the Severance Period (or, in\n                    the case of the expiration of the\n                    Term, as described in clause (iii)\n                    above, or if the Executive shall\n                    terminate her employment based upon\n                    the event of Good Reason set forth\n                    in Section 6(d)(1)(v) hereof,\n                    through the first anniversary of the\n                    date of such expiration or through\n                    the first anniversary of the scheduled \n                    expiration of the Term (after \n                    giving effect to the relevant\n                    Nonrenewal Notice), as the case may\n                    be);\n\n               (5)  the Executive shall continue to be\n                    provided with the same medical and\n                    life insurance coverage as existed\n                    immediately prior to the applicable\n                    Notice of Termination or Notice of\n                    Nonrenewal, as the case may be, such\n                    coverage to continue through the end\n                    of the Severance Period (or, in the\n                    case of expiration of the Term, as\n                    described in clause (iii) above, or\n                    if the Executive shall terminate her\n                    employment based upon the event of\n                    Good Reason set forth in Section\n                    6(d)(1)(v) hereof, through the first\n                    anniversary of the date of such expiration \n                    or through the first anniversary of \n                    the scheduled expiration of\n                    the Term (after giving effect to the\n                    relevant Nonrenewal Notice), as the\n                    case may be); provided that, such\n                    coverage shall cease as of the date\n                    the Executive commences new employment;\n\n               (6)  the Executive shall be provided with\n                    outplacement services commensurate\n                    with her position; and\n\n               (7)  all outstanding principal amounts\n                    (and accrued interest thereon) with\n                    respect to the loan described in Section \n                    8 hereof shall be forgiven.\n\n          8.   Loan.\n\n               (a)  As soon practicable following the\nexecution of this Agreement, the Company shall make a\nloan to the Executive in the principal amount of\n$500,000, which loan shall be evidenced by a promissory\nnote (the 'Note') substantially in the form of Exhibit A\nannexed hereto.\n\n               (b)  In connection with the loan, the\nCompany agrees to pay to the Executive, on the date(s)\non which interest is payable under the Note, such\namounts as may be necessary to place the Executive in\nthe same after-tax position as if the Note had been\ninterest-free.\n\n          9.   Change in Control.\n\n               (a)  Upon the occurrence of a Change in\nControl of the Company during the Term, (i) all then\noutstanding stock options granted to the Executive shall\nbecome fully exercisable, whether or not otherwise exercisable, \n(ii) the restrictions applicable to any restricted Shares \ngranted to the Executive shall lapse,\nand such options and restricted Shares shall be fully\nvested.\n\n               (b)  In the event that any payment or\nbenefit received or to be received by the Executive in\nconnection with a Change in Control of the Company or\nthe termination of the Executive's employment, whether\nsuch payments or benefits are received pursuant to the\nterms of this Agreement or any other plan, arrangement\nor agreement with the Company, any person whose actions\nresult in a Change in Control of the Company or any\nperson affiliated with the Company or such person (all such\npayments and benefits being hereinafter called 'Total\nPayments'), would be subject (in whole or part), to the\ntax (the 'Excise Tax') imposed under Section 4999 of the\nInternal Revenue Code of 1986, as amended (the 'Code'),\nthe Company shall pay to the Executive such additional\namounts (the 'Gross-Up Payment') as may be necessary to\nplace the Executive in the same after-tax position as if\nno portion of the Total Payments had been subject to the\nExcise Tax.  In the event that the Excise Tax is\nsubsequently determined to be less than the amount taken\ninto account hereunder, the Executive shall repay to the\nCompany, at the time that the amount of such reduction\nin Excise Tax is finally determined, the portion of the\nGross-Up Payment attributable to such reduction (plus\nthat portion of the Gross-Up Payment attributable to the\nExcise Tax and federal, state and local income tax \nimposed on the Gross-Up Payment being repaid by the \nExecutive to the extent that such repayment results in a\nreduction in Excise Tax and\/or a federal, state or local\nincome tax deduction) plus interest on the amount of\nsuch repayment at the rate provided in Section\n1274(b)(2)(B) of the Code.  In the event that the Excise\nTax is determined to exceed the amount taken into\naccount hereunder (including by reason of any payment\nthe existence or amount of which cannot be determined at\nthe time of the Gross-Up Payment), the Company shall\nmake an additional Gross-Up Payment in respect of such\nexcess (plus any interest, penalties or additions\npayable by the Executive with respect to such excess) at\nthe time that the amount of such excess is finally \ndetermined.  The Executive and the Company shall each \nreasonably cooperate with the other in connection with any\nadministrative or judicial proceedings concerning the\nexistence or amount of liability for Excise Tax with\nrespect to the Total Payments.\n\n          10.  Nonsolicitation; Noncompete.\n\n               (a)  Subject to (c) below, during the period \nof Executive's employment and during the Severance\nPeriod, the Executive shall not initiate discussions (of\na non-isolated nature) with any person who is then an\nexecutive employee of the Company (i.e., director level\nor above) with the intent of soliciting or inducing such\nperson to leave his or her employment, with a view toward\njoining the Executive in the pursuit of any business\nactivity (whether or not such activity involves engaging\nor participating in a Competitive Business, as defined\nbelow).  Notwithstanding any other provision of this\nAgreement to the contrary, in the event Executive fails\nto comply with the preceding sentence, all rights of the\nExecutive and her surviving spouse or other beneficiary\nhereunder to any future Severance Payments, SERP payments\nand continuing life insurance and medical converge shall\nbe forfeited; provided that, the foregoing shall not\napply if such failure of compliance commences following a\nChange in Control of the Company.\n\n               (b)  Subject to (c) below, for as long as\nExecutive has the right to payment of any future SERP\nbenefits, Executive shall not, without the prior written\nconsent of the Company (which consent shall not be unreasonably \nwithheld), engage or participate in any business\nwhich is 'in competition' (as defined below) with the\nbusiness of the Company or any of its 50% or more owned\naffiliates (such business being referred to herein as a\n'Competitive Business').  Notwithstanding any other provision \nof this Agreement to the contrary, in the event the\nExecutive fails to comply with the preceding sentence,\nall rights of the Executive and her surviving spouse or\nother beneficiary hereunder to any future Severance Payments, \nSERP payments and continuing life insurance and\nmedical coverage shall be forfeited; provided that, the\nforegoing shall not apply if such failure of compliance\ncommences following a Change in Control of the Company.\n\n               (c)  In the event of a violation of paragraphs \n10(a) or 10(b) hereof, the remedies of the Company\nshall be limited to (i) if such violation occurs during\nthe period of Executive's employment hereunder, termination \nof the Executive for Cause and the associated rights\nof the Company specified herein resulting therefrom, (ii)\nregardless of when such violation occurs, forfeiture by\nthe Executive of the payments and benefits set forth in\nparagraphs (a) and (b) above if and to the extent provided \nin such paragraphs, and (iii) the right to seek injunctive \nrelief in accordance with and to the extent\nprovided in Section 17 hereof.\n\n               (d)  For purposes hereof, a business will\nbe 'in competition' with the business of the Company or\nits 50% or more owned affiliates if (i) the Company's\nbusiness with which the other business competes accounted\nfor 20% or more of the Company's consolidated revenues as\nof the end of its most recently completed fiscal year\nprior to the Date of Termination, and (ii) the entity \n(including all 50% or more owned affiliates) through which\nthe other business is or will be operated maintains a\n'women's apparel' business which generated at least $50\nmillion in revenue during the entity's most recently \ncompleted fiscal year ended prior to the date the Executive\ncommences (or proposes to commence) to engage or participate \nin the other business.  For purposes hereof,\n'women's apparel' shall consist of dresses, jackets,\npants, skirts, blouses, sweaters and T-shirts.\n\n               (e)  Notwithstanding the foregoing, the\nExecutive's engaging in the following activities shall\nnot be construed as engaging or participating in a \nCompetitive Business: (i) investment banking; (ii) passive\nownership of less than 2% of any class of securities of a\npublic company; (iii) engaging or participating in \nnoncompetitive businesses of an entity which also operates a\nbusiness which is 'in competition' with the business of\nthe Company or its affiliates; (iv) serving as an outside\ndirector of an entity which operates a business which is\n'in competition' with the business of the Company or its\naffiliates, so long as such business did not account for\n10% or more of the consolidated revenues of such entity\nas of the end of its most recently completed fiscal year\nprior to the date Executive commences (or proposes to \ncommence) serving as an outside director; (v) engaging in a\nbusiness involving licensing arrangements so long as such\nbusiness is not an in-house arrangement for any entity\n'in competition' with the business of the Company or its\naffiliates; and (vi) affiliation with an advertising agency.\n\n          11.  Protection of Confidential Information.\n\n               (a)  Executive acknowledges that her\nemployment by the Company will, throughout the Term of\nthis Agreement, involve her obtaining knowledge of \nconfidential information regarding the business and affairs of\nthe Company.  In recognition of the foregoing, the Executive \ncovenants and agrees:\n\n                    (i)  that, except in compliance with\n     legal process,  she will keep secret all confidential \n     matters of the Company which are not otherwise\n     in the public domain and will not intentionally disclose \n     them to anyone outside of the Company, wherever located \n     (other than to a person to whom disclosure is reasonably \n     necessary or appropriate inconnection with the performance \n     by Executive of her duties as an executive officer \n     of the Company), either during or after the Term, \n     except with the prior written consent of the Board \n     or a person authorized thereby; and\n\n                    (ii)  that she will deliver promptly\n     to the Company on termination of her employment, or\n     at any other time the Company may so request, all\n     memoranda, notes, records, customer lists, reports\n     and other documents (and all copies thereof) relating \n     to the business of the Company which she obtained \n     while employed by, or otherwise serving or\n     acting on behalf of, the Company and which she may\n     then possess or have under her control.\n\n               (b)  Notwithstanding the provisions of\nSection 17 of this Agreement, if the Executive commits a\nbreach of the provisions of paragraphs 11(a)(i) or\n11(a)(ii), the Company shall have the right and remedy to\nhave such provisions specifically enforced by any court\nhaving equity jurisdiction, it being acknowledged and\nagreed that any such breach or threatened breach will\ncause irreparable injury to the Company and that money\ndamages will not provide an adequate remedy to the \nCompany.\n\n          12.  Successors; Binding Agreement.\n\n               (a)  Neither this Agreement nor any rights\nhereunder shall be assignable or otherwise subject to\nhypothecation by the Executive (except by will or by\noperation of the laws of intestate succession) or by the\nCompany, except that the Company will require any successor \n(whether direct or indirect, by purchase, merger,\nconsolidation or otherwise) to all or substantially all\nof the business and\/or assets of the Company, by agreement \nin form and substance reasonably satisfactory to the\nExecutive, to expressly assume and agree to perform this\nAgreement in the same manner and to the same extent that\nthe Company would be required to perform it if no such\nsuccession had taken place.  Failure of the Company to\nobtain such assumption and agreement prior to the \neffectiveness of any such succession shall be a breach of this\nAgreement and shall entitle the Executive to compensation\nfrom the Company in the same amount and on the same terms\nas she would be entitled to hereunder if she terminated\nher employment for Good Reason, except that for purposes\nof implementing the foregoing, the date on which any such\nsuccession becomes effective shall be deemed the Date of\nTermination.  As used in this Agreement, 'Company' shall\nmean the Company as herein before defined and any successor \nto its business and\/or assets as aforesaid which\nexecutes and delivers the agreement provided for in this\nSection 12 or which otherwise becomes bound by all the\nterms and provisions of this Agreement by operation of\nlaw.\n\n               (b)  This Agreement and all rights of the\nExecutive hereunder shall inure to the benefit of and be\nenforceable by the Executive's personal or legal \nrepresentatives, executors, administrators, successors, \nheirs, distributees, devisees and legatees.  If the Executive\nshould die while any amounts would still be payable to\nher hereunder if she had continued to live, all such\namounts, unless otherwise provided herein, shall be paid\nin accordance with the terms of this Agreement to the\nExecutive's devisee, legatee, or other designee or, if\nthere be no such designee, to the Executive's estate.\n\n          13.  Notice.  For the purposes of this Agreement, \nnotices, demands and all other communications\nprovided for in this Agreement shall be in writing and\nshall be deemed to have been duly given when delivered or\n(unless otherwise specified) mailed by United States\ncertified or registered mail, return receipt requested,\npostage prepaid, addressed as follows:\n\nIf to the Company:\n\n               AnnTaylor Stores Corporation\n               142 West 57th Street\n               New York, New York  10019\n               Attn:  General Counsel\n\n          With a copy to:\n\n               Stuart N. Alperin, Esq.\n               Skadden, Arps, Slate, Meagher &amp; Flom\n               919 Third Avenue\n               New York, New York 10022\n\nIf to the Executive:\n\n               Sally Frame Kasaks\n               99 Anderson Avenue\n               Demarest, New Jersey 07627\n\n          With a copy to:\n\n               Michael S. Sirkin, Esq.\n               Proskauer Rose Goetz &amp; Mendelsohn\n               1585 Broadway\n               New York, New York 10036\n\nor to such other address as any party may have furnished\nto the other in writing in accordance herewith, except\nthat notices of change of address shall be effective only\nupon receipt.\n\n          14.  Miscellaneous.  No provisions of this\nAgreement may be modified, waived or discharged unless\nsuch waiver, modification or discharge is agreed to in\nwriting signed by the Executive and such officer of the\nCompany as may be specifically designated by the Board.\nNo waiver by either party hereto at any time of any\nbreach by the other party hereto of, or compliance with,\nany condition or provision of this Agreement to be \nperformed by such other party shall be deemed a waiver of\nsimilar or dissimilar provisions or conditions at the\nsame or at any prior or subsequent time.  No agreements\nor representations, oral or otherwise, express or \nimplied, with respect to the subject matter hereof have\nbeen made by either party which are not set forth \nexpressly in this Agreement.  The validity, interpretation,\nconstruction and performance of this Agreement shall be\ngoverned by the laws of the state of New York without\nregard to its conflicts of law principles.\n\n          15.  Validity.  The invalidity or\nunenforceability of any provision or provisions of this\nAgreement shall not affect the validity or enforceability\nof any other provision of this Agreement, which shall\nremain in full force and effect.\n\n          16.  Counterparts.  This Agreement may be executed \nin one or more counterparts, each of which shall be\ndeemed to be an original but all of which together will\nconstitute one and the same instrument.\n\n          17.  Arbitration.  Any dispute or controversy\narising under or in connection with this Agreement shall\nbe settled exclusively by arbitration, conducted before a\npanel of three arbitrators in New York City in accordance\nwith the rules of the American Arbitration Association\nthen in effect.  Judgment may be entered on the\narbitrator's award in any court having jurisdiction;\nprovided that, the Company shall be entitled to seek a \nrestraining order or injunction in any court of competent\njurisdiction to prevent any continuation of any violation\nof the provisions of Section 10 of the Agreement during\nthe period of Executive's employment prior to a Change in\nControl or of Section 11 of this Agreement at any time,\nand the Executive hereby consents that such restraining\norder or injunction may be granted without the necessity\nof the Company's posting any bond; and further provided\nthat, the Executive shall be entitled to seek specific\nperformance of her right to be paid until the Date of\nTermination during the pendency of any dispute or \ncontroversy arising under or in connection with this \nAgreement.  The Company shall pay directly or reimburse \nthe Executive for any legal fees incurred by the Executive \nin connection with any arbitration related to the last \nproviso of the preceding sentence and any other arbitration \nin which she prevails.\n\n          18.  Entire Agreement.  This Agreement sets\nforth the entire agreement of the parties hereto in\nrespect of the subject matter contained herein and \nsupersedes the Prior Agreement and all other prior \nagreements, promises, covenants, arrangements, communications, \nrepresentations or warranties, whether oral or written, by any\nofficer, employee or representative of any party hereto;\nand any prior agreement of the parties hereto in respect\nof the subject matter contained herein (including, but\nnot limited to, the Prior Agreement) is hereby terminated\nand cancelled.\n\n          IN WITNESS WHEREOF, the parties have executed\nthis Agreement as of the date and year first above written.\n\n                         ANNTAYLOR STORES CORPORATION\n\n\n                         By:\n                              Name:\n                              Title:\n\n\n\n                         Sally Frame Kasaks\n                                               Exhibit A\n\n\n                    PROMISSORY NOTE\n                        ('NOTE')\n\n\n$500,000                                November 4, 1994\n\n\n          Reference is made to that certain Employment\nAgreement by and between the Company and the Borrower (as\nhereinafter defined), dated as of February 1, 1994 (the\n'Employment Agreement').  Capitalized terms which are not\ndefined in this Note shall have the meaning ascribed to\nsuch term in the Employment Agreement.  The proceeds \nreceived by the Borrower to which this Note applies shall\nconstitute the 'Loan' described in Section 8 of the\nEmployment Agreement and shall be subject to the terms\nhereof and to the applicable provisions of the Employment\nAgreement, which provisions are incorporated herein by\nreference.\n\n          FOR VALUE RECEIVED, the undersigned, Sally\nFrame Kasaks (the 'Borrower'), hereby promises to pay to\nAnnTaylor Stores Corporation, a Delaware corporation (the\n'Company'), or to the legal holder of this Note at the\ntime of payment, on the Maturity Date (as hereinafter \ndefined) the principal sum (the 'Principal Sum') of Five\nHundred Thousand Dollars ($500,000) in lawful money of\nthe United States of America.  The Borrower also agrees\nto pay interest (computed on the basis of a 365 or 366\nday year, as the case may be) on any unpaid amount of the\nPrincipal Sum, from and after the effective date of this\nNote, at an annual rate equal to 7.32%, compounded \nsemi-annually.\n\n          This Note is subject to the following further\nterms and conditions:\n\n          1.  Time, Form and Place of Payments.\n\n               The Principal Sum will become due and\npayable on January 31, 1999 (the 'Maturity Date').  If\nthe Maturity Date falls on a Saturday, Sunday or legal\nholiday, then such payment shall be made on the next\nsucceeding business day.\n\n               Accrued interest shall be payable annually\non January 31, 1995 and on each January 31 thereafter,\nwith the final payment of all accrued interest to be paid\non the Maturity Date.\n\n               All payments and prepayments of the Principal \nSum of and the accrued interest on this Note shall\nbe made to the Company or its order, or to the legal\nholder of this Note or such holder's order, in lawful\nmoney of the United States of America at the principal\noffices of the Company (or at such other place as the\nholder hereof shall notify the Borrower in writing).\n\n          2.  Prepayment.  The Borrower may, at her\noption, prepay this Note in whole or in part at any time\nor from time to time without penalty or premium.  Any \nprepayments of any portion of the Principal Sum of this Note\nshall be accompanied by payment of all interest accrued\nbut unpaid hereunder.  Upon full and final payment of the\nPrincipal Sum of and interest accrued on this Note, it\nshall be surrendered to the Borrower, and canceled by the\nCompany or other holder.\n\n          3.  Acceleration of Repayment.  Upon the earliest \nto occur of (i) the Borrower's voluntary termination\nof employment with the Company without Good Reason or\n(ii) the Company's termination of the Borrower's employment \nfor Cause, the holder of this Note may declare, by\nnotice given to the Borrower, the entire outstanding\nPrincipal Sum to be immediately due and payable, whereupon\nsuch Principal Sum, and any accrued and unpaid interest \nthereon, shall become due and payable without presentment, \ndemand, protest, notice of dishonor and all\nother demands and notices of any kind, all of which are\nhereby expressly waived.\n\n          4.  Loan Forgiveness.  The outstanding Principal \nSum and all accrued interest thereon shall be forgiven and \nthe Borrower shall be free of all liability and\nobligations under this Note if (i) the Borrower is \nemployed by the Company on the Maturity Date, (ii) the \nBorrower dies or becomes Disabled (and there shall not have\npreviously occurred the Borrower's voluntary termination\nof employment without Good Reason, or the termination of\nBorrower's employment for Cause), (iii) the Borrower's\nemployment is involuntarily terminated by the Company\nwithout Cause or voluntarily terminated by the Borrower\nfor Good Reason, or (iv) the Term of the Employment\nAgreement expires by reason of a Nonrenewal Notice having\nbeen provided by the Company.\n\n          5.  Notice.  For the purposes of this Note,\nnotices, demands and all other communications provided\nfor herein shall be in writing and shall be deemed to\nhave been duly given when delivered or (unless otherwise\nspecified) mailed by United States certified or registered \nmail, return receipt requested, postage prepaid,\naddressed as follows:\n\n          If to the Executive:\n\n               Sally Frame Kasaks\n               99 Anderson Avenue\n               Demarest, New Jersey 07627\n\n          If to the Company:\n\n               AnnTaylor Stores Corporation\n               142 West 57th Street\n               New York, New York  10019\n\n               Attn:  General Counsel\n\nor to such other address as any party may have furnished\nto the others in writing in accordance herewith, except\nthat notices of change of address shall be effective only\nupon receipt.\n\n          6.  Miscellaneous.\n\n               (a)  No delay or failure by the Company or\nthe holder of this Note in the exercise of any right or\nremedy shall constitute a waiver thereof, and no single\nor partial exercise by the holder hereof of any right or\nremedy shall preclude other or future exercise thereof or\nthe exercise of any other right or remedy.\n\n               (b)  The headings contained in this Note\nare for reference purposes only and shall not affect in\nany way the meaning or interpretation of the provisions\nhereof.\n\n               (c)  Nothing in this Note shall confer\nupon the Borrower the right to continue in the employment\nof the Company or any of its affiliates or affect any\nrights which the Company may have to terminate the \nemployment of the Borrower.\n\n               (d)  The provisions of this Note shall be\ngoverned by and construed in accordance with laws of the\nState of New York, without giving effect to the choice of\nlaw principles thereof.\n\n          IN WITNESS WHEREOF, this Note has been duly\nexecuted and delivered to the Company by the Borrower on\nthe date first above written.\n\n\n\n\nWitness:\n                                     Sally Frame Kasaks\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710],"corporate_contracts_industries":[9494],"corporate_contracts_types":[9539,9544],"class_list":["post-38937","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_industries-retail__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38937","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38937"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38937"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38937"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38937"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}