{"id":38642,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/compensation-plan-for-non-employee-directors.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"compensation-plan-for-non-employee-directors","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/compensation-plan-for-non-employee-directors.html","title":{"rendered":"Compensation Plan for Non-Employee Directors"},"content":{"rendered":"<pre>\n\n                             AVON PRODUCTS, INC. \n\n                  COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS\n\n                             Effective May 1, 1997\n\n                           (Restated June 1, 2000)\n\n\nI.    GENERAL PROVISIONS\n\n      1.1  Purpose   The purpose of the Avon Products, Inc. \nCompensation Plan for Non-Employee Directors (the \"Plan\") is to provide \na comprehensive revised compensation program which will attract and \nretain qualified individuals who are not employed by Avon Products, Inc. \nor its subsidiaries (the \"Company\") to serve on the Company's Board of \nDirectors.  In particular, the Plan aligns the interests of such \ndirectors with those of the Company's shareholders by providing that a \nsignificant portion of such compensation is directly linked to increases \nin the value of the Company's Common Stock.\n\n      1.2  Relationship to 2000 Stock Incentive Plan   The Company's \n2000 Stock Incentive Plan (\"2000 Plan\") which was approved by the \nCompany's shareholders at the Annual Meeting of Shareholders on May 4, \n2000, provides for the award of stock incentives, including stock \noptions and restricted stock, to key employees of the Company including \n\nnon-employee directors.  \n\n      1.3  Definitions   Capitalized words and phrases in this Plan \nshall have the same meaning as the definitions set forth in the 2000 \nStock Incentive Plan to the extent they are defined therein. \n\n\nII.   ANNUAL RETAINER AND MEETING FEES\n\n      2.1  Annual Retainer   Each non-employee director shall be \nentitled to receive an annual retainer consisting of (a) $25,000 payable \nin cash and (b) Restricted Stock having a value as of the date of grant \nof approximately $25,000.  The cash portion shall be payable in \nquarterly installments of $6,250 each. \n\n\n\n      2.2  Annual Restricted Stock Award   As part of the Annual \nRetainer compensation, each non-employee director will receive an award \nof shares of Restricted Stock immediately following each Annual Meeting \nof Shareholders.  The number of shares so granted each year will be \ndetermined by dividing the sum of $25,000 by the closing price of a \nshare of the Company's Common Stock on the New York Stock Exchange \naveraged over 10 consecutive trading days, ending with the trading day \nimmediately preceding the applicable Annual Meeting.  All grants of \nRestricted Stock shall be subject to the terms and conditions set forth \nin Article IV below.  \n\n      2.3  Meeting Fees   Each non-employee director shall receive a \nfee of $1,000, payable in cash, for each meeting of a committee of the \nBoard of Directors that he or she attends and each special meeting of \nthe Board of Directors that he or she attends.  No fee is payable with \nrespect to attendance at a regular meeting of the Board of Directors, \nincluding the annual organizational meeting occurring immediately after \nan Annual Meeting of Shareholders.  \n\n      2.4  Retainer Fee for Committee Chairs   A non-employee director \nappointed to chair any committee of the Board of Directors shall be paid \nan annual retainer of $3,000 in cash, such payment to be made within 30 \ndays following the effective date of appointment.  \n\n      2.5  Deferred Cash Alternative   Each non-employee director \nannually may elect to have all or a part of his or her cash \ncompensation, including annual retainers and meeting fees, deferred for \npayment in accordance with the provisions of the Deferred Compensation - \nStock Credit Plan.  All such elections for each year shall be made prior \nto the beginning of the year.  \n\nIII.  STOCK OPTIONS\n\n      3.1  Annual Grants of Stock Options   As of the close of business \non the date of each Annual Meeting of Shareholders, each non-employee \ndirector who then continues as a director (whether or not re-elected at \nany such meeting) shall be granted an Option to purchase 4,000 shares.  \nAll Options granted pursuant to the Plan shall be non-qualified Options \nand shall expire ten (10) years from the date of grant. \n\n\n\n      3.2  Option Exercise Price   The per share price to be paid to \nexercise an Option shall be the \"Fair Market Value\" of the Stock on the \ndate of grant in accordance with the 2000 Plan.\n\n      3.3  Vesting and Exercise of Options   Each Option will become \nexercisable one year after the date of grant and may be exercised for a \nperiod of ten (10) years after the date of grant.  In the event of \ndeath, a vested Option may be exercised by the estate of the non-\nemployee director.  \n\n      3.4  Method of Exercise and Purchase   An Option shall be \nexercised by giving written notice to the Secretary, or an Assistant \nSecretary, of the Company specifying the number of shares to be \npurchased and the particular grant being exercised.  Such notice shall \nbe accompanied by a check as payment of the exercise price of the shares \nwith respect to which such Option, or portion thereof, is exercised.  \nAlternatively, such notice may include an election to have such shares \ndelivered to a broker-dealer with whom arrangements have been made to \nimmediately sell the shares and withhold from the net sale proceeds the \nfull purchase price amount to be delivered to the Company.  The Company \nmay also require payment of all withholding taxes to exercise an Option, \nwhether or not a broker-dealer arrangement has been used.  \n\nIV.   RESTRICTED STOCK\n\n      4.1  Annual Retainer Grants of Restricted Stock   At the close of \nbusiness on the date of each Annual Meeting of Shareholders, each non-\nemployee director who then continues as a director (whether or not re-\nelected at any such meeting) shall be granted shares of Restricted \nStock.  The number of shares of Restricted Stock to be granted will have \na Fair Market Value of $25,000 on the date of grant.  The Fair Market \nValue per share shall be deemed to be the closing price of a share of \nCompany Common Stock as reported on the New York Stock Exchange averaged \nover the ten trading days next preceding the date of grant.  A \nfractional share resulting from such calculation will be rounded to the \nnearest whole share.  \n\n      4.2  Restrictions and Terms and Conditions   All shares of \nRestricted Stock granted under this Plan may not be sold, traded, \nassigned, transferred or otherwise encumbered until and unless \nrestrictions are removed.  The Company shall retain custody of all \nshares until restrictions are removed or may hold such \n\n\n\nshares by book entry registration.  Each director granted Restricted \nStock shall have all the rights of a Shareholder with respect to such \nshares, including the right to vote such shares and receive dividends \nand other distributions.\n\n      4.3  Removal of Restrictions   No shares of Restricted Stock will \nbecome free of restrictions and non-forfeitable for a director until the \ntermination of the director's services as a member of the Company's \nBoard of Directors.  Shares shall become non-forfeitable at the earliest \nto occur of:\n\n            (a) the director's death or permanent disability,\n \n            (b) mandatory retirement, pursuant to Company policy, \n                effective at the end of the term of service during which \n                the director has attained age 70, \n\n            (c) resignation, or failure to stand for re-election, prior \n                to such mandatory retirement provided that such action \n                must have the consent of at least 80% of all directors \n                then on the Board, with the affected director \n                abstaining, or\n\n            (d) the occurrence of a Change of Control as defined in the \n                2000 Stock Incentive Plan.\n\n      Termination of service as a director for any other reason shall \nresult in forfeiture of his or her shares of Restricted Stock.  \nForfeiture of shares will also result with respect to a director who, \nwithout the Company's written consent, becomes employed by, or provides \nconsulting services to, a company substantially engaged in a business \nwhich is competitive to a principal business conducted by the Company. \n\nV.    ADDITIONAL PROVISIONS\n\n      5.1  The Plan shall be administered by the Compensation Committee \nof the Board of Directors which shall have the power to interpret the \nPlan and amend it from time to time as it deems proper.  To the fullest \nextent practicable, however, the terms and conditions of the 2000 Stock \nIncentive Plan shall be applicable to this Plan. \n\n\n\n      5.2  The number of shares of Stock covered by any Option or award \nof Restricted Stock shall be proportionately adjusted for any increase \nor decrease in the number of issued shares of Stock resulting from a \nsplit or subdivision of shares, a combination of shares, or the payment \nof a stock dividend. \n\n      5.3  All Options shall become fully exercisable and all shares of \nRestricted Stock will become vested, upon the occurrence of a Change of \nControl as defined in the 2000 Stock Incentive Plan. \n\n      5.4  The Plan shall be governed by and subject to the laws of the \nState of New York and applicable Federal laws.\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-38642","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\/38642","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=38642"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38642"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38642"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38642"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}