{"id":38950,"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-charles-r-perrin.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-avon-products-inc-and-charles-r-perrin","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-avon-products-inc-and-charles-r-perrin.html","title":{"rendered":"Employment Agreement &#8211; Avon Products Inc. and Charles R. Perrin"},"content":{"rendered":"<pre>\n\n                             EMPLOYMENT AGREEMENT\n\n\n     THIS AGREEMENT, by and between AVON PRODUCTS, INC., a New York \ncorporation (the 'Corporation'), and CHARLES R. PERRIN (the \n'Executive'), dated as of this 11th day of December, 1997.\n\n                               W 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 his 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 Vice Chairman and\nChief Operating Officer, effective January 5, 1998.\n\n         (b)  Business Time.  The Executive agrees to devote his full\nbusiness time during normal business hours to the business and affairs\nof the Corporation and to use his best efforts to perform faithfully and\nefficiently the responsibilities assigned to him hereunder, to the \nextent necessary to discharge such responsibilities.  The Executive's\ncontinuing to serve on any boards and committees on which he is serving\nor with which he is otherwise associated immediately preceding the date\nhereof, or his 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\n\n       (a)  Base Salary.  The Executive shall receive a base salary (the\n'Base Salary') payable in equal bi-weekly installments at an annual rate\nof $750,000, effective as of January 1, 1998.  The Corporation shall\nreview the Base Salary periodically and in light of such review may \nincrease (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.\nNeither the Base Salary nor any increase in Base Salary after the date\nhereof shall serve to limit or reduce any other obligation of \nthe Corporation hereunder.\n\n          (b)  Annual Bonus.  \n\n               (I)  In General.  For each fiscal year of the Corporation\nduring which he is employed by the Corporation the Executive shall be\neligible to receive an annual bonus ('Annual Bonus') under the\nCorporation's Management Incentive Plan or successor annual incentive\naward plan.  Such Annual Bonus shall be determined on the basis of an \nannual target bonus opportunity of at least seventy percent (70%) of the\nBase Salary paid the Executive with respect to such fiscal year, which\nannual target bonus opportunity may be increased but not decreased\nexcept for annual reductions of up to ten percent (10%) that apply to\nall officers of the Corporation.  Each Annual Bonus (or portion thereof)\nshall be paid in cash in February of the year next following the year\nfor which the Annual Bonus (or prorated portion) is earned or awarded,\n unless electively deferred by the Executive pursuant to any deferral\nprograms or arrangements that the Corporation may make available to the\nExecutive. \n\n               (ii)  Change of Control.  Notwithstanding the foregoing,\nthe Annual Bonus awarded to the Executive for each fiscal year of the\nCorporation ending during the period commencing on the Change of Control\nDate and ending on the third anniversary thereof or during the pendency\nof a Potential Change of Control, shall not be less than the largest\nbonus earned by or awarded to the Executive for any the of three fiscal\nyears of the Corporation ending before such Potential Change of\nControl or Change of Control Date, as applicable, or for the fiscal year\nin which such Potential Change of Control or Change of Control Date\noccurs.  For a fiscal year of the Corporation that commences but does\nnot end before the third anniversary of a Change of Control Date, the\nAnnual Bonus earned by or awarded to the Executive for that portion of\nsuch fiscal year shall not be less than a ratable portion (based on the\ntotal days elapsed in that fiscal year) of the Annual Bonus that would\nhave been payable to the Executive had that entire fiscal year ended\nbefore 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 on a\nbasis no less favorable than that basis generally available to\nexecutives of the Corporation holding comparable positions or having \n\n\n\ncomparable responsibilities who become an elected or appointed officer\nof the Corporation on or after the date on which the Executive first \nbecame an elected or appointed officer of the Corporation. The Executive\nis entitled to a death benefit under the SLIP of $750,000. \n\n         (d)  Other Benefit Plans.  The Executive, his 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 most\nfavorable level of participation and providing the highest levels of\nbenefits available to him and his dependents.\n\n         (e)  Other Perquisites.  The Executive shall also be entitled\n                to:\n\n               (i)  prompt reimbursement for all reasonable expenses\nincurred by the Executive in accordance with the policies and procedures\nof the Corporation providing the highest level of reimbursement on the\nleast restrictive basis available;\n\n               (ii)  paid vacation and fringe benefits in accordance\nwith the most favorable policies of the Corporation; and\n\n               (iii)  all forms of other perquisite benefits made\navailable to senior officers of the Corporation not specifically\nmentioned herein.\n\n         (f)  Effect of Change of Control on Benefit Plans and Other\nPerquisites. Without limiting the generality of Sections 4(c), 4(d) and\n4(e) hereof, during the pendency of a Potential Change of Control or\nduring the period commencing on a Change of Control Date and ending on\nthe third anniversary thereof, the benefits provided for in such\nSections 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         (g)  Enhanced Retirement Benefits.  If the Executive continues\nto be employed by the Corporation until July 1, 2004, he will be\nprovided with a special enhanced retirement benefit commencing at\nretirement on or after that date.  Details concerning retirement\nbenefits will be determined in accordance with the terms of a separate\nagreement, but in the event of retirement at or after July 1, 2004, the \nbenefit would approximate 50% of the sum of his salary and annual bonus\naveraged over the last three years of his service with the Corporation,\nthe present value of which will be reduced by the sum of the present\nvalues of all retirement benefits accrued or paid with respect to his\nprevious employment with other companies and all retirement benefits\nderived from other retirement programs maintained by the Corporation.\nThe Executive will not participate in the Corporation's SERP.\n\n     5.  Termination.\n\n         (a)  Disability.  The Corporation may terminate the Executive's\n\n\n\nemployment after having established the Executive's Disability, by\ngiving to the Executive written notice of its intention to terminate his\nemployment, and his 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 his 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 from\ntime to time), provided that any termination by the Executive pursuant\nto Section 5(d) on account of Constructive Termination shall not be\ntreated 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 his 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 his 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 \n\n\n\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 \nwith comparable responsibilities), provided, however, that any item paid\nor payable 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.\nUnless otherwise directed by the Executive (or, in the case of a\nQualified Plan, as may be required by such plan) all Accrued Obligations\nshall be paid to the Executive, his beneficiaries or his 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, he and\nhis 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, his 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). Executive (or, in the case of any Qualified\nPlan, as may be required by such plan), the Executive shall also be paid\nall Accrued Obligations in a lump sum in cash within thirty (30) days of\nthe Date of Termination.  In addition, the Executive and the \nExecutive's family shall be entitled to receive disability and other\nbenefits generally available to executives with comparable\nresponsibilities or positions.  Notwithstanding the foregoing, in the \nevent that the Date of Termination occurs during the pendency of a\nPotential Change of Control or during the three year period commencing\non a Change of Control, the benefits provided to the Executive and his\nfamily shall not be less than the benefits generally available to\nexecutives with comparable responsibilities or positions immediately\nprior to the Potential Change of Control or within the ninety-day period\nprior to the Change of Control Date, as applicable.\n\n         (c)  Termination by the Corporation for Cause and Voluntary\nTermination by Executive.  If the Executive's employment shall be\n\n\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 his 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, his spouse and\n     their eligible dependents (as defined in the applicable plan), \n     the case maybe, 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).\n\n         (e)  Other Termination of Employment Occurring Within Three\nYears Following Change of Control.  If the Corporation (i) terminates\n\n\nthe Executive's employment other than for Cause or Disability, or the\nExecutive terminates his 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\nExecutive in a lump sum in cash within fifteen (15) days after the Date\nof Termination the aggregate of the following amounts (other than\namounts payable from Qualified Plans, non-qualified retirement plans and\ndeferred compensation plans, which amounts shall be paid in accordance\nwith the terms of such plans):\n\n                    (1)  all Accrued Obligations; \n\n                    (2)  a cash amount equal to three (3) times the sum\n             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\n             year of the Corporation ending prior to the Change of\n             Control Date or (y) the Annual Bonus earned by or awarded\n             to the Executive for the fiscal year of the Corporation\n             which includes the 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)\n             of this Agreement,\n\n            provided, however, that in no event shall the Executive\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 \n     of a month) which at the Date of Termination remain until the\n     Executive attains age sixty-five (65) or if earlier, the third\n     anniversary of the Change of Control Date and the denominator of\n     which shall be thirty-six (36) and (II) an amount equal to the cash\n     payment that would have been payable under Section 6(d)(A) hereof\n     had the Change of Control not occurred.\n\n                    (3)  a cash amount equal to the difference between\n     (I) the sum of the maximum payments the Executive would have\n     received for all awards (or other similar rights) outstanding at\n     the Date of Termination and granted to the Executive under any\n     long-term incentive compensation or performance plan of the\n     Corporation if he had continued in the employ of the Corporation\n     through the earlier to occur of the third anniversary of the Change\n     of Control Date or the Executive's 65th birthday and the\n     Corporation had met its maximum performance goals under each suc\n\n\n     award and the maximum amount payable under each such award was paid\n     and (II) any amounts actually paid under any such plan with respect\n     to such awards.  The cash amount payable pursuant to this paragraph\n     shall include the maximum payment value of all outstanding\n     Performance Units awarded the Executive under the Corporation's\n     1997 Long-Term Incentive Plan reduced by any amounts actually paid\n     or payable under such plan with respect to such units;\n\n                    (B)  Other Benefit Continuation.  The Corporation\n     shall provide for the continued participation of the Executive, his\n     spouse and their eligible dependents (as defined in the applicable\n     plan), as the case may be, for a period equal to the greater of two \n     years after the Date of Termination or until the third anniversary\n     of the Change of Control Date, in the plans described in Section\n     4(d) on the same terms as described in Section 4(d).  In lieu of\n     continued participation in medical and life insurance programs\n     referred to the foregoing, the Executive may elect by written\n     notice delivered to the Corporation prior to the Date of\n     Termination, to receive an amount equal to three (3) times the\n     annual cost to the Corporation (based on premium rates) of\n     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 his employment for Constructive Termination and\n(ii) the Date of Termination occurs during the pendency of a Potential\nChange of Control, the Executive shall be entitled to the payments and\nbenefits set forth in Section 6(d) hereof.  In the event that a Change\nof Control occurs before the expiration of the pendency of the Potential\nChange of Control during which the Date of Termination occurred, the\nExecutive shall also be entitled to such additional cash payments as\nwould have been made under Section 6(e) hereof as if the Date of\nTermination had occurred immediately on the Change of Control Date, in\nexcess of the amount of the cash payment made to the Executive under\nSection 6(d) hereof.  In addition, in the event that a Change of Control\noccurs during the pendency of the Potential Change of Control during\nwhich the Date of Termination occurred, the Executive shall also be\nentitled to benefit continuation provided for under Section 6(e) in\nexcess of the benefit continuation to which he was entitled under\nSection 6(d) hereunder.  The Executive shall have an additional thirty\n(30) days after the Change of Control Date to provide a written election\nto the Corporation for a cash payment in lieu of those benefits for\nwhich the Executive has the choice under Section 6(e) between continued \ncoverage and a cash payment.  The cost (based on premium rates) of the \nperiod of coverage previously provided to the Executive before such\nelection shall be subtracted from any such cash payment. \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\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 his 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,\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 he 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\n               (i)  such Covered Payments will be treated as 'parachute\npayments' within the meaning of Section 280G of the Code, and all\n'parachute payments' in excess of the 'base amount' (as defined under\nSection 280G(b)(3) of the Code) shall be treated as subject to the\nExcise Tax, unless, and except to the extent that, in the opinion of the \nCorporation's independent certified public accountants, which, in the\ncase of Covered Payments made after the Change of Control Date, shall be\nthe Corporation's independent certified public accountants appointed\nprior to the Change of Control Date, or tax counsel selected by such\naccountants (the 'Accountants'), such Covered Payments (in whole or in \npart) either do not constitute 'parachute payments' or represent\nreasonable compensation for services actually rendered (within the\nmeaning of Section 280G(b)(4) of the Code) in excess of the 'base\namount', or such 'parachute payments' are otherwise not subject to \nsuch Excise Tax, and\n\n               (ii)  the value of any non-cash benefits or any deferred\npayment or benefit shall be determined by the Accountants in accordance\nwith 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\napplicable marginal rate of federal income taxation for the calendar\nyear in which the Tax Reimbursement Payment is to be made,\n\n               (ii)  to pay any applicable state and local income taxes\nat the highest applicable marginal rate of taxation for the calendar\nyear in which the Tax Reimbursement Payment is to be made, net of the\nmaximum reduction in federal income taxes which could be obtained from\nthe deduction of such state or local taxes if paid in such year\n(determined without regard to limitations on deductions based upon the\namount of the Executive's adjusted gross income), and\n\n               (iii)  to have otherwise allowable deductions for\nfederal, state and local income tax purposes at least equal to those\ndisallowed because of the inclusion of the Tax Reimbursement Payment in\nthe 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, at the time\nthat the amount of such reduction in the Excise Tax is finally\ndetermined, the portion of such prior Tax Reimbursement Payment that has\nbeen paid to the Executive or to federal, state or local tax authorities\non the Executive's behalf and that would not have been paid if such\nExcise 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\n\n\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\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\n\n\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 he would\nhave been entitled to receive at such date had he terminated his\nemployment voluntarily at such date under this Agreement.\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 his\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 compelled\npursuant to an order of a court or other body having jurisdiction over\nsuch matter, communicate or divulge any such information, knowledge or\ndata to anyone other than the Corporation and those designated by it. \nIn no event shall an asserted violation of the provisions of this\nSection 12(a) constitute a basis for deferring or withholding any\namounts otherwise payable to the Executive under this Agreement.\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 \nviolates the terms of this Section 12(b), all benefit continuation\ncoverage that the Executive and\/or his family members are then receiving\npursuant to the terms of Section 6(d) shall cease. Also, in the event\nthat this Section 12(b) is determined to be unenforceable in part, it\nshall be construed to be enforceable to the maximum extent permitted by\nlaw.\n\n     13.  Successors.\n\n     (a)  This Agreement is personal to the Executive and, without the\n\n\nprior written consent of the Corporation, shall not be assignable by the\nExecutive 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\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,\n\n\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     15.  Definitions.\n\n         (a)  'Accountants' shall have the meaning set forth in Section\n               8(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\nCorporation.\n\n         (d)  'Annual Bonus' shall have the meaning set forth in\nSection 4(b).\n\n         (e)  'Base Salary' shall have the meaning set forth in\nSection 4(a).\n\n         (f)  'Board' shall mean the Board of Directors of the\nCorporation.\n\n         (g)  'Cause' shall mean (i) an act or acts of dishonesty or\ngross misconduct on the Executive's part which result or are intended to\nresult in material damage to the Corporation's business or reputation or\n(ii) repeated material violations by the Executive of his obligations\nunder Section 3 of this Agreement which violations are demonstrably\nwillful and deliberate on the Executive's part and which result in\nmaterial damage to the Corporation's business or reputation and as to\nwhich material violations the Board has notified the Executive in\nwriting.\n\n         (h)  A 'Change of Control' means:\n\n             (A)  the acquisition by any individual, entity or group\n     (within the meaning of Section 13(d)(3) or 14(d)(2) of the\n     Securities Exchange Act of 1934, as amended (the 'Exchange Act'))\n     (a 'Person') of beneficial ownership (within the meaning of Rule\n\n\n\n     13d-3 promulgated under the Exchange Act) of voting securities of\n     the corporation where such acquisition causes such person to own\n     20% or more of the combined voting power of the then outstanding\n     voting securities of the Corporation entitled to vote generally in \n     the election of directors (the 'Outstanding Corporation Voting\n     Securities'); provided, however, that for purposes of this\n     Subsection (A), the following acquisitions shall not be deemed to\n     result in a Change of Control:  (i) any acquisition directly from\n     the Corporation, (ii) any acquisition by the Corporation, (iii) any\n     acquisition by any employee benefit plan (or related trust)\n     sponsored or maintained by the Corporation or any corporation\n     controlled by the Corporation or (iv) any acquisition by any\n     corporation pursuant to a transaction that complies with clauses\n     (i), (ii) and (iii) of Subsection (C) below; and provided, further,\n     that if any Person's beneficial ownership of the Outstanding\n     Corporation Voting Securities reaches or exceeds 20% as a result of\n     a transaction described in clause (i) or (ii) above, and such\n     Person subsequently acquires beneficial ownership of additional\n     voting securities of the Corporation, such subsequent acquisition\n     shall be treated as an acquisition that causes such Person to own\n     20% or more of the Outstanding Corporation Voting Securities; or\n\n             (B)  individuals who as of the date hereof, constitute the\n     Board (the 'Incumbent Board') cease for any reason to constitute at\n     least a majority of the Board; provided, however, that any\n     individual becoming a director subsequent to the date hereof whose\n     election, or nomination for election by the Corporation's\n     shareholders, was approved by a vote of at least two-thirds of the\n     directors then comprising the Incumbent Board shall be considered\n     as though such individual were a member of the Incumbent Board, but\n     excluding, for this purpose, any such individual whose initial\n     assumption of office occurs as a result of an actual or threatened\n     election contest with respect to the election or removal of\n     directors or other actual or threatened solicitation of proxies or\n     consents by or on behalf of a Person other than the Board; or\n\n             (C)  the approval by the shareholders of the Corporation of\n     a reorganization, merger or consolidation or sale or other\n     disposition of all or substantially all of the assets of the\n     Corporation ('Business Combination') or, if consummation of such\n     Business Combination is subject, at the time of such approval by\n     shareholders, to the consent of any government or governmental\n     agency, the obtaining of such consent (either explicitly or\n     implicitly by consummation); excluding, however, such a Business\n     Combination pursuant to which (i) all or substantially all of the\n     individuals and entities who were the beneficial owners of the\n     Outstanding Corporation Voting Securities immediately prior to such\n     Business Combination beneficially own, directly or indirectly, more\n     than 60% of, respectively, the then outstanding shares of common\n     stock and the combined voting power of the then outstanding voting\n     securities entitled to vote generally in the election of directors,\n     as the case may be, of the corporation resulting from such Business\n     Combination (including, without limitation, a corporation that as a\n     result of such transaction owns the Corporation or all or\n     substantially all of the Corporation's assets either directly or\n     through one or more subsidiaries) in substantially the same\n\n\n\n     proportions as their ownership, immediately prior to such Business\n     Combination of the Outstanding Corporation Voting Securities, (ii)\n     no Person (excluding any employee benefit plan (or related trust)\n     of the Corporation or such corporation resulting from such Business \n     Combination) beneficially owns, directly or indirectly, 20% or more\n     of, respectively, the then outstanding shares of common stock of\n     the corporation resulting from such Business Combination or the\n     combined voting power of the then outstanding voting securities of\n     such corporation except to the extent that such ownership existed\n     prior to the Business Combination and (iii) at least a majority of\n     the members of the board of directors of the corporation resulting\n     from such Business Combination were members of the Incumbent Board\n     at the time of the execution of the initial agreement, or of the\n     action of the Board, providing for such Business Combination; or\n\n             (D)  approval by the shareholders of the Corporation of a\n     complete liquidation or dissolution of the Corporation.\n\nNotwithstanding the foregoing, no Change of Control shall be deemed to\nhave occurred for purposes of this Agreement (i) by reason of any\nactions or events in which the Executive participates in a capacity\nother than in his capacity as Executive (or as a director of the\nCorporation or a Subsidiary, where applicable) or (ii) if prior to what\notherwise would have been a Change of Control Date, the Executive is\ndemoted below the position described in Section 3(a) hereof and the\nBoard provides written notification to the Executive, no later than\nthirty (30) days thereafter, that a Change of Control will not be deemed\nto occur with respect to the Executive.\n\n         (i)  'Change of Control Date' shall mean the date on which a\n              Change of Control shall be deemed to have occurred.\n\n         (j)  'Code' shall mean the Internal Revenue Code of 1986, as\n              amended.\n\n         (k)  'Constructive Termination' shall mean any of the\n              following:\n\n               (A)  Reduction in Base Salary.\n\n               (B)  Reduction in annual target bonus opportunity\n         (excluding annual reductions of up to 10% that apply to all\n         officers of the Corporation).\n\n               (C)  A change of more than twenty-five (25) miles in the\n         office or location where the Executive is based.\n\n               (D)  (1)   General.  With respect to any period not\n         within the three year period following a Change of Control Date\n         and not during the pendency of a Potential Change of Control, a\n         demotion to a position below that of Vice Chairman.\n\n                    (2)  Change of Control.  With respect to any period\n         during the pendency of a Potential Change of Control and the\n         three year period following a Change of Control Date, unless\n\n\n         with the express written consent of the Executive, (I) the\n         assignment to the Executive of any duties inconsistent in any\n         substantial respect with the Executive's position, authority or\n         responsibilities as contemplated by Section 3(b) of this\n         Agreement, or (II) any other substantial change in such \n         position, including titles, authority or responsibilities from\n         those previously held by the Executive prior to the Potential\n         Change of Control or Change of Control Date, as applicable.\n         The Executive's position, authority and responsibilities shall\n         not be regard as not commensurate with previous position,\n         authority and responsibilities merely by virtue of the fact\n         that a successor shall have acquired all or substantially all\n         of the business and\/or assets of the Corporation.\n\n               (E)  (1)  In General.  With respect to any period not\n         within the three year period following a Change of Control Date\n         and not during the pendency of a Potential Change of Control,\n         any material reduction in any of the benefits described in\n         Sections 4(c) through 4(e) hereof (excluding, in each case,\n         reductions that apply to all officers of the Corporation).\n\n                    (2)  Change of Control.  With respect to any period\n         during the pendency of a Potential Change of Control and the\n         three year period following a Change of Control Date, any\n         failure by the Corporation to comply with any of the provisions\n         of Section 4 of this Agreement, other than an insubstantial or\n         inadvertent failure remedied by the Corporation promptly after\n         receipt of notice thereof given by the Executive.\n\n                    (F)  Any failure of the Corporation to obtain the\n         assumption and agreement to perform this Agreement by a\n         successor as contemplated by Section 13(b), provided that the\n         successor has had actual written notice of the existence of\n         this Agreement and its terms and an opportunity to assume the\n         Corporation's responsibilities under this Agreement during a\n         period of ten (10) business days after receipt of such notice.\n\n              (l)  'Covered Payments' shall have the meaning set forth\n                   in Section 8(a).\n\n              (m)  'Date of Termination' shall have the meaning set\n                   forth in Section 5(f).\n\n              (n)  'Disability' shall mean disability, which would\n                    entitle the Executive to receive full long-term\n                    disability benefits under the Corporation's long-\n                    term disability plan on terms substantially similar \n                    to those of the long-term disability plan as in on\n                    the date of this Agreement.\n\n              (o)  'Excise Tax' shall have the meaning as set forth in\n                   Section 8(a).\n\n              (p)  'Interest Rate' shall mean the interest rate payable\n                   on one year Treasury Bills in effect on the day that\n                   is 30 business days (days other than Saturday, Sunday\n                   or legal holidays in the City of New York) prior to\n                   the Date of Termination.\n\n\n\n              (q)  'Notice of Termination' shall have the meaning as\n                   set forth in Section 5(f).\n\n              (r)  'Potential Change of Control' shall be deemed to have\n                    occurred if: \n\n                     (A)  the commencement of a tender or exchange offer\n              by any third person (other than a tender or exchange offer\n              which, if consummated, would not result in a Change of\n              Control) for 20% or more of the then outstanding shares of\n              common stock or combined voting power of the Corporation's\n              then outstanding voting securities;\n\n                     (B)  the execution of an agreement by the\n              Corporation, the consummation of which would result in the\n              occurrence of a Change of Control;\n\n                     (C)  the public announcement by any person\n              (including the Corporation) of an intention to take or to\n              consider taking actions which if consummated would\n              constitute a Change of Control other than through a\n              contested election for directors of the Corporation; or\n\n                    (D)  the adoption by the Board, as a result of other\n              circumstances, including circumstances similar or related\n              to the foregoing, or a resolution to the effect that, for\n              purposes of this Agreement, a Potential Change of Control\n              has occurred.\n\nA Potential Change of Control will be deemed to be pending from the\noccurrence of the event giving rise to the Potential Change of Control\nuntil the earlier of the first anniversary thereof or the date the Board\ndetermines in good faith that such events will not result in the\noccurrence of a Change of Control.  Notwithstanding the foregoing, no\nPotential Change of Control shall be deemed to have occurred for\npurposes of this Agreement (i) by reason of any actions or events in\nwhich the Executive participates in a capacity other than in his\ncapacity as Executive (or as a director of the Corporation or a\nSubsidiary, as applicable) or (ii) if prior to occurrence of an event\nthat would have given rise to a Potential Change of Control, the\nExecutive is demoted below the position described in Section 3(a) hereof\nand the Board provides written notification to the Executive, no later\nthan thirty (30) days thereafter, that a Potential Change of Control\nwill not be deemed to occur with respect to the Executive.\n\n              (s)  'Qualified Plan' shall mean an employee benefit plan\nqualified (or which is intended to be qualified) under Section 401(a) of\nthe Code.\n\n              (t)  'SERP' shall mean the Supplemental Executive\nRetirement Plan of Avon Products, Inc.\n\n              (u)  'Severance Plan' shall mean Avon Products, Inc.\nSeverance Plan, or any successor thereof.\n\n              (v)  'SLIP' shall mean the Supplemental Life Plan of Avon \nProducts, Inc.\n\n\n              (w)  'Subsidiary' shall mean any majority owned subsidiary\nof the Corporation.\n\n              (x)  'Tax Reimbursement Payment' shall have the meaning\nset forth in Section 8(a).\n\n\n\n     IN WITNESS WHEREOF, the Executive has hereunto set his hand and the\nCorporation has caused this Agreement to be executed in its name on its\nbehalf, and its corporate seal to be hereunto affixed and attested by\nits Secretary, all effective as of the day and year first above \nwritten.\n\n                                 AVON PRODUCTS, INC.\n\n                                 By:\/s\/ Marcia L. Worthing\n                                        Marcia L. Worthing\n                                 Title  Senior Vice President\n                                        Human Resources &amp; Corp. Affairs\nATTEST:\n         \/s\/ Ward M. Miller, Jr.\nTitle:   Senior Vice President,\n         General Counsel &amp; Sec.\n         (CORPORATE SEAL)\n                                         EXECUTIVE:\n\n                                             \/s\/ Charles R. Perrin\n\n                                          Address:\n                                                80 Pumping Station Road\n                                                Ridgefield, CT  06877\n\n\n<\/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-38950","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\/38950","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=38950"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38950"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38950"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38950"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}