{"id":38949,"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-avon-products-inc-and-andrea-jung.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-avon-products-inc-and-andrea-jung","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-avon-products-inc-and-andrea-jung.html","title":{"rendered":"Employment Agreement &#8211; Avon Products Inc. and Andrea Jung"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n     THIS AGREEMENT, by and between AVON PRODUCTS, INC., a New York \ncorporation (the 'Corporation'), and ANDREA JUNG (the 'Executive'), \ndated as of this 11th day of December, 1997.\n\nW I T N E S S E T H:\n\n     WHEREAS, the Corporation desires to recognize the Executive's \ncommitment to the Corporation and to confirm the right of the Executive\nto certain employment, compensation and severance benefits; and\n\n     NOW, THEREFORE, in consideration of the promises and mutual \ncovenants herein contained, and other good and valuable consideration,\nthe Corporation and the Executive do hereby agree as follows: \n\n     1.  Employment.  The Corporation shall employ the Executive and the\nExecutive agrees to serve as an executive of the Corporation, in such\ncapacities and upon such conditions as are hereinafter set forth.\n\n     2.  Term.  The Executive shall be considered an at-will employee\nand her employment may be terminated by either party subject to the\nobligations of the parties upon such termination as may be set forth\nhereinafter.\n\n     3.  Position and Duties.\n\n          (a) Position.  The Executive shall serve as President,\neffective January 5, 1998.\n\n          (b) Business Time.  The Executive agrees to devote her full\nbusiness time during normal business hours to the business and affairs\nof the Corporation and to use her best efforts to perform faithfully and\nefficiently the responsibilities assigned to her hereunder, to the \nextent necessary to discharge such responsibilities.  The Executive's\ncontinuing to serve on any boards and committees on which she is serving\nor with which she is otherwise associated immediately preceding the date\nhereof, or her service on any other boards and committees of which the\nCorporation has knowledge and does not object, in writing, within thirty\n(30) days after first becoming aware of such service, shall not be\ndeemed to interfere with the performance of the Executive's services to\nthe Corporation.\n\n     4.  Compensation.  The Executive shall be entitled to the following\ncompensation for as long as the Executive remains an employee of the\nCorporation; \n\n         (a)  Base Salary.  The Executive shall receive a base salary\n(the 'Base Salary') payable in equal bi-weekly installments at an annual\nrate of $500,000, effective as of January 1, 1998.  The Corporation\nshall review the Base Salary periodically and in light of such review\nmay increase (but not decrease) the Base Salary taking into account any\nchange in the Executive's responsibilities, increases in compensation of\nother executives with comparable responsibilities, performance of the\nExecutive and other pertinent factors, and such adjusted Base Salary\nshall then constitute the 'Base Salary' for purposes of this Agreement.\n\n\n\nNeither the Base Salary nor any increase in Base Salary after the date\nhereof shall serve to limit or reduce any other obligation of the\nCorporation hereunder.\n\n         (b)  Annual Bonus.  \n\n              (I)  In General.  For each fiscal year of the Corporation\n     during which she is employed by the Corporation the Executive shall\n     be eligible to receive an annual bonus ('Annual Bonus') under the\n     Corporation's Management Incentive Plan or successor annual\n     incentive award plan.  Such Annual Bonus shall be determined on the\n     basis of an annual target bonus opportunity of at least sixty\n     percent (60%) of the Base Salary paid the Executive with respect to\n     such fiscal year, which annual target bonus opportunity may be \n     increased but not decreased except for annual reductions of up to\n     ten percent (10%) that apply to all officers of the Corporation.\n     Each Annual Bonus (or portion thereof) shall be paid in cash in\n     February of the year next following the year for which the Annual\n     Bonus (or prorated portion) is earned or awarded, unless electively\n     deferred by the Executive pursuant to any deferral programs or\n     arrangements that the Corporation may make available to the\n     Executive. \n\n              (ii)  Change of Control.  Notwithstanding the foregoing,\n     the Annual Bonus awarded to the Executive for each fiscal year of\n     the Corporation ending during the period commencing on the Change\n     of Control Date and ending on the third anniversary thereof or\n     during the pendency of a Potential Change of Control, shall not be\n     less than the largest bonus earned by or awarded to the Executive\n     for any the of three fiscal years of the Corporation ending before\n     such Potential Change of Control or Change of Control Date, as\n     applicable, or for the fiscal year in which such Potential Change\n     of Control or Change of Control Date occurs.  For a fiscal year of\n     the Corporation that commences but does not end before the third\n     anniversary of a Change of Control Date, the Annual Bonus earned by \n     or awarded to the Executive for that portion of such fiscal year\n     shall not be less than a ratable portion (based on the total days\n     elapsed in that fiscal year) of the Annual Bonus that would have\n     been payable to the Executive had that entire fiscal year ended\n     before the third anniversary of a Change of Control Date.\n \n         (c)  Incentive and Savings Plans; Retirement and Death Benefit\nPrograms.  The Executive shall be entitled to participate in all\nincentive and savings plans and programs, including stock option plans\nand other equity-based compensation plans, and in all employee\nretirement, executive retirement and executive death benefit plans\n(including the SERP and SLIP) on a basis no less favorable than that\nbasis generally available to executives of the Corporation holding \ncomparable positions or having comparable responsibilities who become an\nelected or appointed officer of the Corporation on or after the date on\nwhich the Executive first became an elected or appointed officer of the\nCorporation.  As of January 1, 1998, the Executive is entitled to a\ndeath benefit under the SLIP of $750,000.  As of January 1, 1998, the\nExecutive will have accumulated four (4) years of Creditable Service\nunder the SERP.\n\n\n         (d)  Other Benefit Plans.  The Executive, her spouse and their\neligible dependents (as defined in, and to the extent permitted by, the\napplicable plan), as the case may be, shall be entitled to participate\nin or be covered under all medical, dental, disability, group life, \nseverance, accidental death and travel accident insurance plans and\nprograms of the Corporation and any Affiliated Companies at the\nmost favorable level of participation and providing the \nhighest levels of benefits available to her and her dependents.\n\n         (e)  Other Perquisites.  The Executive shall also be entitled\n     to:\n\n              (I)  prompt reimbursement for all reasonable expenses\n     incurred by the Executive in accordance with the policies and\n     procedures of the Corporation providing the highest level of\n     reimbursement on the least restrictive basis available;\n\n              (ii)  paid vacation and fringe benefits in accordance with\n     the most favorable policies of the Corporation; and\n\n              (iii)  all forms of perquisite benefits made available to\n     senior officers of the Corporation.\n\n              (f)  Effect of Change of Control on Benefit Plans and\nOther Perquisites. Without limiting the generality of Sections 4(c),\n4(d) and 4(e) hereof, during the pendency of a Potential Change of\nControl or during the period commencing on a Change of Control Date and \nending on the third anniversary thereof, the benefits provided for in\nsuch Sections may not be diminished from the highest level previously\nprovided or available to the Executive immediately prior to the\nPotential Change of Control or within the ninety-day period prior to the\nChange of Control Date, as applicable.\n\n     5.  Termination.\n\n         (a)  Disability.  The Corporation may terminate the Executive's\nemployment after having established the Executive's Disability, by\ngiving to the Executive written notice of its intention to terminate her\nemployment, and her employment with the Corporation shall terminate \neffective on the 90th day after receipt of such notice if the Executive\nshall fail to return to full-time performance of her duties within\nninety (90) days after such receipt.\n\n         (b)  Voluntary Termination by Executive.  Notwithstanding\nanything in this Agreement to the contrary, the Executive may, upon not\nless than thirty (30) days' written notice to the Corporation,\nvoluntarily terminate employment for any reason (including retirement\nunder the terms of the Corporation's retirement plan as in effect\nfrom time to time), provided that any termination by the Executive\npursuant to Section 5(d) on account of Constructive Termination \nshall not be treated as a voluntary termination under this Section 5(b).\n\n         (c)  Termination by the Corporation.  The Corporation at any\ntime may terminate the Executive's employment for Cause or without\nCause.\n\n         (d)  Constructive Termination.  The Executive at any time may\nterminate her employment for Constructive Termination.\n\n         (e)  Notice of Termination.  Any termination by the Corporation\nfor Cause or by the Executive for Constructive Termination shall be\ncommunicated by Notice of Termination to the other party hereto given in\naccordance with Section 14(c).  For purposes of this Agreement, a\n'Notice of Termination' means a written notice given, in the case of a\ntermination for Cause, within ten (10) business days of the\nCorporation's having actual knowledge of the events giving rise to such\ntermination, and in the case of a termination for Constructive \nTermination, within 60 days of the Executive's having actual knowledge\nof the events giving rise to such termination, and which (i) indicates\nthe specific termination provision in this Agreement relied upon, (ii)\nsets forth in reasonable detail the facts and circumstances claimed to\nprovide a basis for termination of the Executive's employment under the\nprovision so indicated, and (iii) if the termination date is other than\nthe date of receipt of such notice, specifies the termination date \nof this Agreement (which date shall be not more than fifteen (15) days\nafter the giving of such notice).  The failure by the Executive to set\nforth in the Notice of Termination any fact or circumstance which\ncontributes to a showing of Constructive Termination shall not waive any \nright of the Executive hereunder or preclude the Executive from\nasserting such fact or circumstance in enforcing her rights hereunder.\n\n         (f)  Date of Termination.  For the purpose of this Agreement,\nthe term 'Date of Termination' means (i) in the case of a termination\nfor which a Notice of Termination is required, the date of receipt of\nsuch Notice of Termination or, if later, the date specified therein, \nas the case may be and (ii) in all other cases, the actual date on which\nthe Executive's employment terminates. \n\n     6.  Obligations of the Corporation Upon Termination.  Upon\ntermination of the Executive's employment with the Corporation, the\nCorporation shall have the following obligations (including the\nobligation to pay the cost of all benefits provided by the applicable \nbenefit plan to the Executive and the Executive's family under this\nSection 6 except normal employee contributions required by the\napplicable benefit plan of other participating executives with\ncomparable responsibilities), provided, however, that any item paid or\npayable under this Agreement shall be reduced by any amount paid or\npayable to the Executive and the Executive's family with respect to the\nsame type of payment under the Severance Plan.  For this purpose, any \npayment under this Agreement or the Severance Plan made over time shall\nbe discounted to present value at the Interest Rate before reducing any\npayment under this Agreement by any amount paid or payable to the\nExecutive under the Severance Plan.\n\n         (a)  Death and Retirement.  If the Executive's employment is\nterminated by reason of the Executive's death or on or after the\nattainment of age sixty-five (65), this Agreement shall terminate\nwithout further obligations to the Executive's legal representatives\nunder this Agreement other than payment of the Accrued Obligations.\n  Unless otherwise directed by the Executive (or, in the case of a\nQualified Plan, as may be required by such plan) all Accrued Obligations\n\nshall be paid to the Executive, her beneficiaries or her estate, as\napplicable, in a lump sum in cash within thirty (30) days of the Date of\nTermination.  In the event of the retirement of the Executive, she and\nher family shall be entitled to benefits generally available upon\nretirement to executives with comparable responsibilities or positions\nand their families.  In the event of the Executive's death, her family\nshall be entitled to receive benefits generally available to the \nsurviving families of executives with comparable responsibilities or\npositions.\n\n         (b)  Disability.  If the Executive's employment is terminated\nby reason of the Executive's Disability, the Executive, the Executive's\nspouse and their eligible dependents (as defined in, and to the extent\npermitted by, the applicable plan) shall be entitled for a period of two \nyears after the Date of Termination (or, if the Date of Termination\noccurs within three years after a Change of Control Date, until the\nearlier to occur of the Executive's 65th birthday or the third\nanniversary of the Change of Control Date, if later) to continue to\nparticipate in or be covered under the benefit plans and programs\nreferred to in Section 4(d) or, at the Corporation's option, to \nreceive equivalent benefits by alternate means, at least equal to those\ndescribed in Section 4(d). Unless otherwise directed by the Executive\n(or, in the case of any Qualified Plan, as may be required by such\nplan), the Executive shall also be paid all Accrued Obligations in a\nlump sum in cash within thirty (30) days of the Date of Termination.  In\naddition, the Executive and the Executive's family shall be entitled to\nreceive disability and other benefits generally available to \nexecutives with comparable responsibilities or positions.\nNotwithstanding the foregoing, in the event that the Date of Termination\noccurs during the pendency of a Potential Change of Control or during\nthe three year period commencing on a Change of Control, the benefits\nprovided to the Executive and her family shall not be less than the\nbenefits generally available to executives with comparable\nresponsibilities or positions immediately prior to the Potential Change\nof Control or within the ninety-day period prior to the Change of\nControl Date, as applicable.\n\n         (c)  Termination by the Corporation for Cause and Voluntary\nTermination by Executive.  If the Executive's employment shall be\nterminated for Cause or voluntarily terminated by the Executive (other\nthan on account of Constructive Termination), the Corporation shall pay \nthe Executive the Accrued Obligations.  The Executive shall be paid all\nsuch Accrued Obligations in a lump sum in cash within thirty (30) days\nof the Date of Termination and the Corporation shall have no further\nobligations to the Executive under this Agreement, unless otherwise\nrequired by a Qualified Plan or specified pursuant to a valid election\nto defer the receipt of all or a portion of such payments made in\naccordance with any plan of deferred compensation sponsored by the \nCorporation.\n\n         (d)  Other Termination of Employment If Not Related to Change\nof Control or Potential Change of Control.  If the Corporation (I)\nterminates the Executive's employment other than for Cause or\nDisability, or the Executive terminates her employment for Constructive \nTermination, and (ii) the Date of Termination occurs during a period\nwhich is not during the pendency of a Potential Change of Control or the\nthree year period commencing on a Change of Control Date, the\nCorporation shall pay or provide to the Executive the following:\n\n              (A)  Cash Payment.  The Corporation shall pay to the\n     Executive in a lump sum in cash within fifteen (15) days after the\n     Date of Termination the aggregate of the following amounts (other\n     than amounts payable from Qualified Plans, non-qualified retirement\n     plans and deferred compensation plans, which amounts shall be paid\n     in accordance with the terms of such plans):\n\n                  (1)  all Accrued Obligations plus, in the case of \n         termination without Cause, two weeks of Base Salary in lieu of\n         notice; \n\n                  (2)  the present value, discounted at the Interest\n         Rate as if paid monthly from the Date of Termination in arrears\n         of the lesser of (I) thirty-six (36) months of the Executive's\n         Base Salary at the rate in effect on the Date of Termination,\n         and (II) the Executive's Base Salary (at the same rate) through\n         the end of the month in which the Executive attains age sixty-\n         five (65); \n\n                  (3)  a bonus equal to the Executive's target annual\n         bonus for the year of termination; and\n\n                  (4)  if the Date of Termination is on or after August\n         1st of the year of termination, a prorated bonus based on\n         earned salary for that year (not to exceed the Executive's\n         target bonus award for such year and, if the Executive's bonus\n         is subject to the discretion of the Board, in the discretion of\n         the Board).\n\n              (B)  Benefit Continuation.  The Corporation shall provide\n     for the continued participation of the Executive, her spouse and\n     their eligible dependents (as defined in the applicable plan), as\n     the case may be, for a period of two years after the Date of\n     Termination, in the plans described in Section 4(d) on the same\n     terms as described in Section 4(d) and in the SERP and SLIP on the\n     same terms described in Section 4(c), and the Executive shall\n     receive Creditable Service (as defined in the SERP) for that period \n     (with Average Final Compensation, as defined in the SERP, to be\n     determined as of the Date of Termination) for purposes of the SERP\n     and SLIP.\n\n         (e)  Other Termination of Employment Occurring Within Three\nYears Following Change of Control.  If the Corporation (i) terminates\nthe Executive's employment other than for Cause or Disability, or the\nExecutive terminates her employment for Constructive Termination and\n(ii) the Date of Termination occurs during the three (3) year period\ncommencing on the Change of Control Date, the Corporation shall pay or\nprovide the Executive the following:\n\n              (A)  Cash Payment.  The Corporation shall pay to the\n     Executive in a lump sum in cash within fifteen (15) days after the\n     Date of Termination the aggregate of the following amounts (other\n     than amounts payable from Qualified Plans, non-qualified retirement\n     plans and deferred compensation plans, which amounts shall be paid\n     in accordance with the terms of such plans):\n\n\n\n                  (1)  all Accrued Obligations; \n\n                  (2)  a cash amount equal to three (3) times the sum of\n\n                    (I)  the Executive's annual Base Salary at \n         the greater of the rate in effect as of the date when the\n         Notice of Termination was given or the Change of Control\n         Date; \n\n                    (II)  the greater of the (x) Annual Bonus \n         earned by or awarded to the Executive for the last fiscal year\n         of the Corporation ending prior to the Change of Control Date\n         or (y) the Annual Bonus earned by or awarded to the Executive\n         for the fiscal year of the Corporation which includes the\n         Change of Control Date; and\n\n                   (III)  the present value, calculated using \n         the Interest Rate, of (without duplication) the annualized\n         value of the fringe benefits described under Section 4(e) of\n         this Agreement,\n\n         provided, however, that in no event shall the Executive be\n     entitled to receive under this clause (2) more than the greater of\n     (I) product obtained by multiplying the amount determined as\n     herein above provided in this clause by a fraction, the numerator\n     of which shall be the number of months (including fractions of a\n     month) which at the Date of Termination remain until the Executive\n     attains age sixty-five (65) or if earlier, the third anniversary of\n     the Change of Control Date and the denominator of which shall be\n     thirty-six (36) and (II) an amount equal to the cash payment that\n     would have been payable under Section 6(d)(A) hereof had the Change\n     of Control not occurred.\n\n                  (3)  a cash amount equal to the difference between (I) \n     the sum of the maximum payments the Executive would have received\n     for all awards (or other similar rights) outstanding at the Date of\n     Termination and granted to the Executive under any long-term\n     incentive compensation or performance plan of the Corporation if\n     she had continued in the employ of the Corporation through \n     the earlier to occur of the third anniversary of the Change of\n     Control Date or the Executive's 65th birthday and the Corporation\n     had met its maximum performance goals under each such award and the\n     maximum amount payable under each such award was paid and (II) any\n     amounts actually paid under any such plan with respect to such\n     awards.  The cash amount payable pursuant to this paragraph shall \n     include the maximum payment value of all outstanding Performance\n     Units awarded the Executive under the Corporation's 1997 Long-Term\n     Incentive Plan reduced by any amounts actually paid or payable\n     under such plan with respect to such units;\n\n                  (4)  a cash amount equal to the present value,\n         calculated using the Interest Rate, of the difference between\n\n                    (I)  the lump sum value of the retirement \n         benefits (including, without limitation, any pension, retiree\n\n         life, or retiree medical benefits) that would have been payable\n         or available to the Executive under any Qualified Plan, under\n         the SERP, and under any other supplemental retirement, life\n         (other than the SLIP) or medical plan or arrangement, whether\n         or not qualified, maintained by the Corporation or an \n         Affiliated Company based on the age and service the Executive\n         would have attained or completed had the Executive continued in\n         the Corporation's employ until the earlier of the expiration of\n         the third anniversary of the Change of Control Date or the\n         Executive's 65th birthday, determined using, where compensation\n         is a relevant factor, her pensionable compensation at the Date\n         of Termination (or, if greater, at the rate in effect on the\n         date on which occurred an event giving rise to a Constructive\n         Termination), with such lump sum value being calculated using,\n         where applicable, assumptions contained in the respective plans\n         or, where such assumptions are not applicable, the Interest\n         Rate; and\n\n                    (II)  the present value of the retirement benefits\n         (including, without limitation, any pension, retiree life, or\n         retiree medical benefits) that are payable or available to the\n         Executive under any Qualified Plan, under the SERP, and under\n         any other supplemental retirement, life (other than the SLIP)\n         or medical plan or arrangement, whether or not qualified,\n         maintained by the Corporation or an Affiliated Company based on\n         the age and service the Executive has attained or completed as\n         of the Executive's Date of Termination determined using, \n         where compensation is a relevant factor, her pensionable\n         compensation at the Date of Termination (or, if greater, at the\n         rate in effect on the date on which occurred an event giving\n         rise to a Constructive Termination), with such present value\n         being calculated using, where applicable, assumptions contained\n         in the respective plans or, where such assumptions are not \n         applicable, the Interest Rate.\n\n                  The incremental retirement benefits which would have \n     become payable under such plans include, without limitation, the\n     additional benefits attributable to such additional service which\n     would have been rendered during such period and the benefits which\n     would have vested under such plans as a result of such service, but\n     which were otherwise forfeited.  Notwithstanding the foregoing, in\n     lieu of any cash payment in respect of retiree life or retiree\n     medical coverage for which the Executive would have qualified by\n     remaining in the Corporation's employ until the earlier of the\n     third anniversary of the Change of Control Date or the Executive's\n     65th birthday, the Corporation may arrange at its option or shall\n     arrange at the election of the Executive for such coverage to \n     continue for the Executive (or may secure equivalent conversion\n     coverage) and shall pay the cost of such coverage.  Any election by\n      the Executive pursuant to the immediately preceding sentence shall\n     be made in writing and delivered to the Corporation prior to the\n     Date of Termination.\n\n              (B)  Other Benefit Continuation.  The Corporation shall\n   provide for the continued participation of the Executive, her spouse\n   and their eligible dependents (as defined in the applicable plan), as\n   the case may be, for a period equal to the greater of two years after\n   the Date of Termination or until the third anniversary of the Change\n\n   of Control Date, in the plans described in Section 4(d) on the same\n   terms as described in Section 4(d).  In lieu of continued\n   participation in medical and life insurance programs referred to the\n   foregoing, the Executive may elect by written notice delivered to the \n   Corporation prior to the Date of Termination, to receive an amount\n   equal to three (3) times the annual cost to the Corporation (based on\n   premium rates) of providing such coverage.\n\n         (f)  Other Termination of Employment Occurring During Pendency\nof Potential Change of Control.  If the Corporation (i) terminates the\nExecutive's employment other than for Cause or Disability, or the\nExecutive terminates her employment for Constructive Termination \nand (ii) the Date of Termination occurs during the pendency of a\nPotential Change of Control, the Executive shall be entitled to the\npayments and benefits set forth in Section 6(d) hereof.  In the \nevent that a Change of Control occurs before the expiration of the\npendency of the Potential Change of Control during which the Date of\nTermination occurred, the Executive shall also be entitled to such\nadditional cash payments as would have been made under Section 6(e)\nhereof as if the Date of Termination had occurred immediately on the\nChange of Control Date, in excess of the amount of the cash payment made\nto the Executive under Section 6(d) hereof.  In addition, in the event\nthat a Change of Control occurs during the pendency of the Potential\nChange of Control during which the Date of Termination occurred, the\nExecutive shall also be entitled to benefit continuation provided for\nunder Section 6(e) in excess of the benefit continuation to which she \nwas entitled under Section 6(d) hereunder.  The Executive shall have an\nadditional thirty (30) days after the Change of Control Date to provide\na written election to the Corporation for a cash payment in lieu of\nthose benefits for which the Executive has the choice under Section 6(e) \nbetween continued coverage and a cash payment.  The cost (based on\npremium rates) of the period of coverage previously provided to the\nExecutive before such election shall be subtracted from any such cash\npayment. \n\n         (g)  Discharge of Corporation's Obligations.  Subject to the\nperformance of its obligations under Sections 6, 7, 8 and 11, the\nCorporation shall have no further obligations to the Executive under\nthis Agreement in respect of any termination by the Executive for\nConstructive Termination or by the Corporation other than for Cause or\nDisability.\n\n     7.  Cash-Out of Stock Options and Restricted Stock.\n\n         (a)  In General.  The Executive shall be entitled to receive a\ncash out of all of her outstanding restricted stock, stock option and\nother equity based awards upon a Change of Control in accordance with\nthe terms of the Corporation's plans under which such awards were\ngranted.  To the extent that such awards are not cashed out pursuant to\nthe terms of such plans, they shall become fully vested as of the Change\nof Control Date.\n\n         (b)  Effect of Termination During Pendency of a Potential\nChange of Control. If (i) the Executive is terminated during the\npendency of a Potential Change of Control under circumstances giving\nrise to payments pursuant to Section 6(f) hereof, (ii) such termination\nresults in a forfeiture of any of the Executive's restricted stock,\n\n\noptions or other equity based awards under any of the Corporation's\nplans, and (iii) prior to the expiration of the pendency of that \nPotential Change of Control, a Change of Control occurs, the Executive\nshall thereupon be entitled to a cash payment equal to the amount the\nExecutive would had received under such plans with respect to such\nrestricted stock, options and other equity based awards as if she had \nremained in the Corporation's employ until the Change of Control Date.\nSuch cash payment shall be made at the same time and in the same manner\nas payment would have been made under the applicable plans had the\nExecutive remained in the Corporation's employ until the Change of \nControl Date.\n\n     8.  Certain Further Payments by the Corporation.\n\n         (a)  Tax Reimbursement Payment.  In the event that any amount\nor benefit paid or distributed to the Executive by the Corporation or\nany Affiliated Company, whether pursuant to this Agreement or otherwise\n(collectively, the 'Covered Payments'), is or becomes subject to \nthe tax (the 'Excise Tax') imposed under Section 4999 of the Code or any\nsimilar tax that may hereafter be imposed, the Corporation shall either\npay to the Executive or contribute for the benefit of the Executive to a\n'rabbi' trust established by the Corporation prior to the Change of \nControl Date, at the time specified in Section 8(e) below, the Tax\nReimbursement Payment (as defined below).  The Tax Reimbursement Payment\nis defined as an amount, which when added to the Covered Payments and\nreduced by any Excise Tax on the Covered Payments and any federal, \nstate and local income tax and Excise Tax on the Tax Reimbursement\nPayment provided for by this Agreement (but without reduction for any\nfederal, state or local income or employment tax on such Covered\nPayments), shall be equal to the sum of (i) the amount of the Covered\nPayments, and (ii) an amount equal to the product of any deductions\ndisallowed for federal, state or local income tax purposes because of\nthe inclusion of the Tax Reimbursement Payment in the Executive's\nadjusted gross income and the highest applicable marginal rate of\nfederal, state or local income taxation, respectively, for the calendar\nyear in which the Tax Reimbursement Payment is to be made.\n\n         (b)  Determining Excise Tax.  For purposes of determining\nwhether any of the Covered Payments will be subject to the Excise Tax\nand the amount of such Excise Tax,\n\n              (i)  such Covered Payments will be treated as 'parachute\n     payments' within the meaning of Section 280G of the Code, and all\n     'parachute payments' in excess of the 'base amount' (as defined\n     under Section 280G(b)(3) of the Code) shall be treated as subject\n     to the Excise Tax, unless, and except to the extent that, in the\n     opinion of the Corporation's independent certified public\n     accountants, which, in the case of Covered Payments made after the\n     Change of Control Date, shall be the Corporation's independent \n     certified public accountants appointed prior to the Change of\n     Control Date, or tax counsel selected by such accountants (the\n     'Accountants'), such Covered Payments (in whole or in \n     part) either do not constitute 'parachute payments' or represent\n     reasonable compensation for services actually rendered (within the\n     meaning of Section 280G(b)(4) of the Code) in excess of the 'base\n     amount', or such 'parachute payments' are otherwise not subject to \n     such Excise Tax, and\n\n              (ii)  the value of any non-cash benefits or any deferred\n     payment or benefit shall be determined by the Accountants in\n     accordance with the principles of Section 280G of the Code.\n\n     (c)  Applicable Tax Rates and Deductions.  For purposes of\ndetermining the amount of the Tax Reimbursement Payment, the Executive\nshall be deemed:\n\n              (i)  to pay federal income taxes at the highest applicable\n     marginal rate of federal income taxation for the calendar year in\n     which the Tax Reimbursement Payment is to be made,\n\n              (ii)  to pay any applicable state and local income taxes\n     at the highest applicable marginal rate of taxation for the\n     calendar year in which the Tax Reimbursement Payment is to be made,\n     net of the maximum reduction in federal income taxes which could \n     be obtained from the deduction of such state or local taxes if paid\n     in such year (determined without regard to limitations on\n     deductions based upon the amount of the Executive's adjusted gross\n     income), and\n\n              (iii)  to have otherwise allowable deductions for federal,\n     state and local income tax purposes at least equal to those\n     disallowed because of the inclusion of the Tax Reimbursement\n     Payment in the Executive's adjusted gross income.\n\n         (d)  Subsequent Events.  In the event that the Excise Tax is\nsubsequently determined by the Accountants to be less than the amount\ntaken into account hereunder in calculating the Tax Reimbursement\nPayment made, the Executive shall repay to the Corporation, \nat the time that the amount of such reduction in the Excise Tax is\nfinally determined, the portion of such prior Tax Reimbursement Payment\nthat has been paid to the Executive or to federal, state or local tax\nauthorities on the Executive's behalf and that would not have been paid\nif such Excise Tax had been applied in initially calculating such Tax\nReimbursement Payment, plus interest on the amount of such repayment at\nthe rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding\nthe foregoing, in the event any portion of the Tax Reimbursement Payment\nto be refunded to the Corporation has been paid to any federal, state or\nlocal tax authority, repayment thereof shall not be required until\nactual refund or credit of such portion has been made to the Executive,\nand interest payable to the Corporation shall not exceed interest\nreceived or credited to the Executive by such tax authority for the\nperiod it held such portion.  The Executive and the Corporation shall\nmutually agree upon the course of action to be pursued (and the method\nof allocating the expenses thereof) if the Executive's good faith claim\nfor refund or credit is denied.\n\n         In the event that the Excise Tax is later determined by the\nAccountants to exceed the amount taken into account hereunder at the\ntime the Tax Reimbursement Payment is made (including, but not limited\nto, by reason of any payment the existence or amount of which cannot \nbe determined at the time of the Tax Reimbursement Payment), the\nCorporation shall make an additional Tax Reimbursement Payment in\nrespect of such excess (which Tax Reimbursement Payment shall include\nany interest or penalty payable with respect to such excess) at the time\n\n\nthat the amount of such excess is finally determined.\n\n         (e)  Date of Payment.  The portion of the Tax Reimbursement\nPayment attributable to a Covered Payment shall be paid to the Executive\nor to a 'rabbi' trust established by the Corporation prior to the Change\nof Control Date within ten (10) business days following the payment of\nthe Covered Payment.  If the amount of such Tax Reimbursement Payment\n(or portion thereof) cannot be finally determined on or before the date\non which payment is due, the Corporation shall either pay to the\nExecutive or contribute for the benefit of the Executive to a 'rabbi'\ntrust established by the Corporation prior to the Change of Control\nDate, an amount estimated in good faith by the Accountants to be the\nminimum amount of such Tax Reimbursement Payment and shall pay the\nremainder of such Tax Reimbursement Payment (which Tax Reimbursement\nPayment shall include interest at the rate provided in Section\n1274(b)(2)(B) of the Code) as soon as the amount thereof can be\ndetermined, but in no event later than forty-five (45) calendar days\nafter payment of the related Covered Payment.  In the event that the \namount of the estimated Tax Reimbursement Payment exceeds the amount\nsubsequently determined to have been due, such excess shall be repaid or\nrefunded pursuant to the provisions of Section 8(d) above. \n\n     9.  Non-exclusivity of Rights.  Nothing in this Agreement shall\nprevent or limit the Executive's continuing or future participation in\nany benefit, bonus, incentive or other plan or program provided by the\nCorporation or any of its Affiliated Companies and for which the \nExecutive may qualify, nor shall anything herein limit or otherwise\nprejudice such rights as the Executive may have under any other\nagreements with the Corporation or any Affiliated Companies, including,\nbut not limited to stock option or restricted stock agreements. Amounts \nwhich are vested benefits or which the Executive is otherwise entitled\nto receive under any plan or program of the Corporation or any\nAffiliated Companies at or subsequent to the Date of Termination shall\nbe payable in accordance with such plan or program.\n\n     10.  Full Settlement.  Except as provided in Section 12(b), the\nCorporation's obligation to make the payments provided for in this\nAgreement and otherwise to perform its obligations hereunder shall not\nbe affected by any circumstances, including, without limitation, any\nset-off, counterclaim, recoupment, defense or other right which the\nCorporation may have against the Executive or others whether by reason\nof the subsequent employment of the Executive or otherwise.  In no event\nshall the Executive be obligated to seek other employment by way of \nmitigation of the amounts payable to the Executive under any of the\nprovisions of this Agreement. In the event that the Executive shall in\ngood faith give a Notice of Termination for Constructive Termination and\nit shall thereafter be determined that Constructive Termination did not\ntake place, the employment of the Executive shall, unless the\nCorporation and the Executive shall otherwise mutually agree, be deemed\nto have terminated, at the date of giving such purported Notice of\nTermination, by mutual consent of the Corporation and the Executive and,\nexcept as provided in the last preceding sentence, the Executive shall\nbe entitled to receive only those payments and benefits which she would\nhave been entitled to receive at such date had she terminated her\nemployment voluntarily at such date under this Agreement.\n\n\n     11.  Legal Fees and Expenses.  In the event that a claim for\npayment or benefits under this Agreement is disputed, the Corporation\nshall pay all reasonable attorney fees and expenses incurred by the\nExecutive in pursuing such claim, provided that the Executive is\nsuccessful as to at least part of the disputed claim by reason of\nlitigation, arbitration or settlement.\n\n     12.  Confidential Information and Noncompetition.\n\n         (a)  The Executive shall hold in a fiduciary capacity for the\nbenefit of the Corporation all secret or confidential information,\nknowledge or data, including without limitation all trade secrets,\nrelating to the Corporation or any Affiliated Companies, and their\nrespective businesses, (i) obtained by the Executive during her\nemployment by the Corporation or any of its Affiliated Companies and\n(ii) which is not otherwise publicly known (other than by reason of an \nunauthorized act by the Executive).  After termination of the\nExecutive's employment with the Corporation, the Executive shall not\nwithout the prior written consent of the Corporation, unless \ncompelled pursuant to an order of a court or other body having\njurisdiction over such matter, communicate or divulge any such\ninformation, knowledge or data to anyone other than the Corporation and\nthose designated by it.  In no event shall an asserted violation of the\nprovisions of this Section 12(a) constitute a basis for deferring or\nwithholding any amounts otherwise payable to the Executive under this\nAgreement.\n\n         (b)  Upon termination of the Executive's employment for any\nreason whatsoever prior to a Change of Control, the Executive shall not,\nwithout the prior written consent of the Corporation, during the two-\nyear period following the Date of Termination (i) accept employment or\nenter into a consulting or advisory arrangement with Amway Corporation,\nSara Lee Corporation, Premark International, Inc., Mary Kay Cosmetics,\nInc., or any of their affiliates; or (ii) directly solicit or aid in the\ndirect solicitation of any employees of the Corporation or an Affiliated\nCompany to leave their employment.  In the event the Executive violates\nthe terms of this Section 12(b), all benefit continuation coverage that\nthe Executive and\/or her family members are then receiving pursuant to\nthe terms of Section 6(d) shall cease. Also, in the event that this\nSection 12(b) is determined to be unenforceable in part, it shall be \nconstrued to be enforceable to the maximum extent permitted by law.\n\n     13.  Successors.\n\n         (a)  This Agreement is personal to the Executive and, without\nthe prior written consent of the Corporation, shall not be assignable by\nthe Executive otherwise than by will or the laws of descent and\ndistribution.  This Agreement shall inure to the benefit of and be\nenforceable by the Executive's legal representatives.\n\n         (b)  This Agreement shall inure to the benefit of and be\nbinding upon the Corporation and its successors.  The Corporation shall\nrequire any successor to all or substantially all of the business and\/or\nassets of the Corporation, whether direct or indirect, by purchase, \nmerger, consolidation, acquisition of stock, or otherwise, by an\n\n\nagreement in form and substance satisfactory to the Executive, expressly\nto assume and agree to perform this Agreement in the same manner and to\nthe same extent as the Corporation would be required to perform if no\nsuch succession had taken place.\n\n     14.  Miscellaneous.\n\n         (a)  Applicable Law.  This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York, applied\nwithout reference to principles of conflict of laws.\n\n         (b)  Amendments.  This Agreement may not be amended or modified\notherwise than by a written agreement executed by the parties hereto or\ntheir respective successors and legal representatives.\n\n         (c)  Notices.  All notices and other communications hereunder\nshall be in writing and shall be given by hand-delivery to the other\nparty or by registered or certified mail, return receipt requested,\npostage prepaid, addressed as follows:\n\n     If to the Executive:         at the address listed on the last page\n      hereof\n\n     If to the Corporation:        Avon Products, Inc.\n                                   1345 Avenue of the Americas\n                                   New York, New York 10105-0196\n                                   Attention:  Secretary\n\n(with a copy to the attention of the General Counsel or to such other\naddress as either party shall have furnished to the other in writing in\naccordance herewith). Notice and communications shall be effective when\nactually received by the addressee.\n\n         (d)  Tax Withholding.  The Corporation may withhold from any\namounts payable under this Agreement such federal, state or local taxes\nas shall be required to be withheld pursuant to any applicable law or\nregulation.\n\n         (e)  Severability.  The invalidity or unenforceability of any\nprovision of this Agreement shall not affect the validity or\nenforceability of any other provision of this Agreement.\n\n         (f)  Captions.  The captions of this Agreement are not part of\nthe provisions hereof and shall have no force or effect.\n\n         (g)  Entire Agreement.  This Agreement expresses the entire\nunderstanding and agreement of the parties regarding the terms and\nconditions governing the Executive's employment with the Corporation,\nand all prior agreements governing the Executive's employment with the\nCorporation shall have no further effect; provided, however, that except\nas specifically provided herein, the terms of this Agreement do not\nsupersede the terms of any grant or award to the Executive under the\n1993 Stock Incentive Plan, any Long Term Incentive Plan, Management\nIncentive Plan and any other similar or successor plan or program.\n\n\n\n     15.  Definitions.\n\n         (a)  'Accountants' shall have the meaning set forth in Section\n8(b).\n\n         (b)  'Accrued Obligations' shall mean (i) the Executive's full\nBase Salary through the Date of Termination, (ii) in the case of death\nor retirement, the product of the Annual Bonus paid to the Executive for\nthe last full fiscal year of the Corporation and a fraction, the\nnumerator of which is the number of days in the current fiscal year of\nthe Corporation through the Date of Termination, and the denominator of\nwhich is 365, (iii) any compensation previously deferred by the\nExecutive (together with any accrued earnings thereon) and not yet paid\nby the Corporation and any accrued vacation pay for the current year not\nyet paid by the Corporation, (iv) any amounts or benefits owing to the\nExecutive or to the Executive's beneficiaries under the then applicable\nemployee benefit plans or policies of the Corporation and (v) any\namounts owing to the Executive for reimbursement of expenses properly\nincurred by the Executive prior to the Date of Termination and which are\nreimbursable in accordance with the reimbursement policy of the\nCorporation described in Section 4(e). \n\n         (c)  'Affiliated Company' shall mean any company controlling,\ncontrolled by or under common control with the Corporation.\n\n         (d)<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6822],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9544],"class_list":["post-38949","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-avon-products-inc","corporate_contracts_industries-consumer__cleaning","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\/38949","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=38949"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38949"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38949"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38949"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}