{"id":38742,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-avon-products-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-avon-products-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-avon-products-inc.html","title":{"rendered":"Deferred Compensation Plan &#8211; Avon Products Inc."},"content":{"rendered":"<pre>\n\n\n                                THE AVON PRODUCTS, INC. \n\n                                DEFERRED COMPENSATION PLAN\n\n\n\n                 (as amended and restated as of January 1, 1996)\n\n\n\nTHE AVON PRODUCTS, INC. DEFERRED COMPENSATION PLAN\n\n     1.  Purpose:  Under the terms of the Plan, a director or an\nelected or appointed officer of Avon Products, Inc. (the 'Company') may\ndefer receipt of all or part of his or her award payable under the\nManagement Incentive Plan, or other annual incentive award for a\nparticular calendar year (collectively referred to as 'Annual Bonus').\nIn addition, a director or officer may defer receipt of all or part of\nhis or her cash award otherwise payable in 1997 under the 1994 Long Term\nIncentive Plan or otherwise payable in future years under the 1997 Long\nTerm Incentive Plan or other Long Term Incentive Plans (collectively \nreferred to as 'LTIP Bonus').  In addition, if an eligible officer or\ndirector is a participant in the Avon Employees' Savings and Stock\nOwnership Plan or its successor (the 'Savings Plan'), he (i) may elect\nto defer receipt of all or a portion of those before-tax contributions,\nand (ii) shall be credited with those matching contributions, which\nwould have been made to the Savings Plan had his compensation not been\nreduced by the deferral of compensation, or limited by maximum\ncontribution levels or the limitation on annual compensation set forth\nunder Code Section 401(a)(17).\n\n     2.  Eligibility:  All Officers and directors of the Company may\nparticipate in the Plan (collectively referred to as the\n'Participants').  Notwithstanding the foregoing, the continued Plan\nparticipation of a Participant may be suspended in accordance with\nSection 14. \n\n     3.  Deferral of Annual Bonus:  Each Participant may elect to defer\nall or a portion of his Annual Bonus for each calendar year.  The amount\nor percentage of the Annual Bonus to be deferred for a calendar year is\nat the discretion of the Participant, except that the elected amount or\npercentage must be at least equal to the lesser of $1,000 or 100% of the\ncash portion of such Bonus.  An election by a Participant to defer all\nor part of such Bonus must be made prior to the end of the calendar year\nfor which the Annual Bonus is paid.  (For example, the Annual Bonus for\n1996 will be paid in 1997, but the election to defer has to be made in\n1996.)  Each such election is only valid for the calendar year in which\nit is made and a new election must be made for each subsequent calendar\nyear in which the Participant chooses to participate.  The election must\ninclude an election of the method of payment as specified in Section 9\nor 9A.  \n\n     3A.  LTIP Bonus  The amount or percentage of an LTIP Bonus to be\ndeferred will be elected at the discretion of the Participant in the\nsame manner as described in Section 3, with separate elections required\nfor each Long Term Incentive Plan, and in each instance to include an\nelection as to the method of payment as specified in either Sections 9\nor Section 9A.\n\n\n\n\n     4.  Deferral of Savings Plan Contributions:  Each Participant (I)\nmay elect to defer receipt of all or a portion of the Before-Tax\nParticipant Contributions (as defined in the Savings Plan) which would\nhave been permitted to be made under the Savings Plan for a Plan year,\nas if subsections (a) through (d) below applied, in excess of the\nBefore-Tax Participant Contributions actually made by such Participant\nto the Savings Plan for such Plan Year, and (ii) shall be credited with\nthose matching contributions which would have been made under Section\n3.3 of the Savings Plan for a Plan Year in excess of those matching\ncontributions actually made to the Savings Plan for such Plan Year, as\nif\n\n     (a)  the limitations of Code Section 415 were not applicable, and \n\n     (b)  the limitations of Code Section 401(a)(17) were not\napplicable, and\n\n     (c)  the limitations of Code Section 402(g) were not applicable,\nand \n\n     (d)  the definition of compensation under the Savings Plan included\nany compensation electively deferred by a member for the Plan Year (as\nthat term is defined in the Savings Plan) to a deferred compensation\nplan or program maintained by the Company. \n\n          The election to defer pursuant to this Section 4 must be made\nindependently from any bonus deferral election pursuant to Sections 3 or\n3A, and prior to the performance of the services to which the\ncompensation deferral relates.  Each such election is valid only for the\npresent calendar year, and a new election must be made for each\nsubsequent year in which the officer or director chooses to participate\nin the Plan.  \n\n     5.  Crediting of Deferred Amounts:   The Company shall establish\nand maintain individual accounts under the name of each Participant who\nelects to defer compensation under Sections 3, 3A or 4 above.  Bonus\ndeferrals under either Section 3 or Section 3A will be credited to a\nParticipant's account as of the date the Annual Bonus or LTIP Bonus,\nwhichever is applicable, would otherwise be payable.  Deferred\ncompensation under Section 4 will be credited to a Participant's account\nas of the date of withholding, along with associated matching\ncontributions. \n\n     6.   Interest:  Interest will be accrued from the date in which the\nfunds are credited to a Participant's account.  Except as provided\nbelow, interest on amounts deferred with respect to calendar years\nbefore 1990 will be compounded annually at an interest rate equal to\nMoody's Composite Bond Average (determined as of the date of deferral\nand on each anniversary thereof) plus four percentage points, or such \nhigher rates as the Company may deem appropriate.  Amounts deferred with\n\n\n\nrespect to calendar years after 1989 shall bear interest at a rate\ndetermined by the Company, but in no event shall such interest rate be\nless than equal to the average annual yield on long term (30 years) U.S.\ntreasury bonds (the 'T-Bill Rate') as reported in the Federal Reserve\nBulletin (determined as of the date of deferral and on each anniversary\nthereof).  The Company shall have the right to lower any interest rate\npayable on a prospective basis, but not below the T-Bill Rate.  Interest\nwill continue to be credited and compounded until the Valuation Date (as\ndefined below) preceding the final payment made to a Participant or a\nParticipant's beneficiary. \n\n     7.  Valuation of Accounts:  The value of each Participant's\naccount, including accrued interest will be calculated on December 31 of\neach year (the 'Valuation Date'). \n\n     8.  Hardship Withdrawals:   At any time prior to commencement of\nbenefits pursuant to Sections 9 or 9A, a Participant may request a\nwithdrawal of all or a portion of the amounts he has previously deferred\nunder the Plan.  Such a request shall be approved by the Company only\nupon a finding that the Participant has suffered a hardship as defined\nunder the Savings Plan, or as defined by any regulations promulgated\nunder Code Section 401(k).  In the event such a withdrawal is approved,\npayment of all or a portion of the amounts deferred by a Participant,\ntogether with annual interest compounded as of the date such withdrawal\nis approved, shall be made as soon as practicable to the Participant.\nAny benefits otherwise payable hereunder shall be adjusted for such\nfinancial hardship payment.  \n\n     9.  Payment of Deferred Compensation:  Except as modified by\nSections 9A, 10 or 11 below, a Participant's account shall be payable in\ncash in a single payment on January 15 of the first full calendar year\nfollowing severance of employment or, if so elected, in annual\ninstallments commencing on January 15 of the first full calendar year\nfollowing severance of employment and continuing on each subsequent\nJanuary 15 for the period elected.  For purposes of this Plan, severance\nof employment means severance for any reason including, but not limited\nto, death, retirement, resignation or disability under the Company's\nLong Term Disability Plan.  If severance is due to disability, as\ndefined under the Company's Long Term Disability Plan, the Participant,\nwith the Company's consent, may elect to receive all or a portion of the\naccrued account upon such Disability; otherwise, the Participant's\naccount will continue to accrue interest on the deferred amounts and\nwill not become payable until final separation from the Company. \n\n          A Participant shall elect prior to retirement or termination\nof employment to receive his or her account in a single payment or in\nannual installments up to a maximum of 15 annual installments.  A\nParticipant may change his or her payout election at any time up to the\neffective date of retirement or termination of employment but may not\nmake any change thereafter, with no payment to be made prior to the date \nindicated by the preceding paragraph.\n\n\n\n          Should a participant elect installment payments, the amount of\nthe first installment payment will be a fraction of the value of the\nParticipant's deferred compensation account on the preceding Valuation\nDate, the numerator of which is one (1) and the denominator of which is\nthe total number of annual installments elected.  (If a Participant\nelects one installment, the Participant's entire account balance will be\ndistributed in a single sum on the distribution date.)  The amount of\neach subsequent payment will be a fraction of the remaining value of the\nParticipant's deferred compensation account on the Valuation Date\npreceding each subsequent installment date, the numerator of which is\none (1) and the denominator of which is the total number of installments\nelected minus the number of installments previously paid.  Interest\nshall continue to accrue on the unpaid balance of the account.  \n\n     9A.  In-Service Payment Option   Effective with respect to any\ndeferral of Annual Bonus, or LTIP Bonus otherwise payable in 1997 or\nsubsequent years, and\/or any Savings Plan Contributions Deferral for\n1997 or subsequent years, a Participant can elect prior to the year in\nwhich the payment(s) would otherwise be made, to have payment of a\nspecified portion of his or her deferred account (allocated solely to\nsuch compensation) payable on January 15th of an irrevocably designated\nsubsequent year.  Such 'In-Service' deferred compensation payment will\nbe made at such time notwithstanding that the Participant may not have\nby then terminated employment.  If, however, a Participant in fact\nterminates employment for any reason prior to such designated date,\nincluding death, such In-Service deferred amount will in all cases be\ndistributed in a lump sum as of the January 15th next following such\ntermination.\n\n     10.  Death of a Participant  In the event of a Participant's death\nprior to termination of employment, the Participant's designated\nbeneficiary will receive payment of the account as of the January 15th\nof the year next following, in the payout manner which the Participant\nhad elected, i.e. either in a lump sum or in annual installment payments\ncommencing as of such January 15th.  The unpaid portion of an account\nallocated to an In-Service payout election, however, will in all cases\nbe distributed in a lump sum as of the January 15th next following the\nParticipant's death.  \n\n          In the event that a Participant dies after severance of\nemployment, the balance of the Participant's unpaid account shall\ncontinue to be paid to the Participant's designated beneficiary in the\nmanner of payment previously elected by the Participant.  \n\n          In the event that a Participant is not survived by a\ndesignated beneficiary, or such designated beneficiary subsequently dies\nbefore all installment payments have been made, remaining account\npayments will be made to the Participant's surviving spouse, if any,\notherwise to the Participant's estate.  \n\n\n\n\n\n     11.  Change of Control:  Notwithstanding the foregoing, upon the\noccurrence of a Change of Control (as defined below), the Plan shall\nautomatically terminate and the total deferred amount, plus interest,\nthen standing to the credit of each Participant under the Plan\n(including a Participant who has terminated employment with the Company\nand elected to receive distributions in installments) shall be paid to\nsuch Participant in a single lump sum as soon as practicable but in no\nevent later than fifteen (15) business days following such Change of\nControl.  Any payment made after such fifteenth business day shall bear\nadditional interest from the date of such Change of Control until the\ndate of payment at the highest rate of interest applicable to any\ndeferral in effect under the Plan at the time of such Change of Control.  \n\n     (a)  The acquisition by any individual, entity or group (within the\nmeaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act\nof 1934, as amended (the 'Exchange Act') (a 'Person') of beneficial\nownership (within the meaning of Rule 13d-3 promulgated under the\nExchange Act) of voting securities of the corporation where such\nacquisition causes such person to own 20% or more of the combined voting\npower of the then outstanding voting securities of the Company entitled\nto vote generally in the election of directors (the 'Outstanding\nCorporation Voting Securities'); provided, however, that for purposes of\nthis Subsection (a), the following acquisitions shall not be deemed to\nresult in a Change of Control:  (i) any acquisition directly from the\nCompany, (ii) any acquisition by the Company, (iii) any acquisition by\nany employee benefit plan (or related trust) sponsored or maintained by\nthe Company or any corporation controlled by the Company, or (iv) any \nacquisition by any corporation pursuant to a transaction that complies\nwith clauses (i), (ii),  and (iii) of Subsection (c) below; and\nprovided, further, that if any Person's beneficial ownership of the\nOutstanding Corporation Voting Securities reaches or exceeds 20% as a\nresult of a transaction described in clause (i) or (ii) above, and\nPerson subsequently acquires beneficial ownership of additional voting\nsuch securities of the Company, such subsequent acquisition shall be\ntreated as an acquisition that causes such Person to own 20% or more of\nthe Outstanding Corporation Voting Securities; or \n\n     (b)  individuals who as of the date hereof, constitute the Board of\nDirectors (the 'Incumbent Board') cease for any reason to constitute at\nleast a majority of the Board of Directors; provided, however, that any\nindividual becoming a director subsequent to the effective date of this\nprovision whose election, or nomination for election by the Company's\nshareholders, was approved by a vote of at least two-thirds of the\ndirectors then comprising the Incumbent Board shall be considered as\nthough such individual were a member of the Incumbent Board, but\nexcluding, for this purpose, any such individual whose initial\nassumption of office occurs as a result of an actual or threatened\nelection contest with respect to the election or removal of directors or\nother actual or threatened solicitation of proxies or consents by or on\nbehalf of a Person other than the Board of Directors; or \n\n     (c)  the approval by the shareholders of the Company of a\n\n\n\nreorganization, merger or consolidation or sale or other disposition of\nall or substantially all of the assets of the Company ('Business\nCombination') or, if consummation of such Business Combination is\nsubject, at the time of such approval by shareholders, to the consent of\nany government or governmental agency, the obtaining of such consent\n(either explicitly or implicitly by consummation); excluding, however,\nsuch a Business Combination pursuant to which (i) all or substantially\nall of the individuals and entities who were the beneficial owners of\nthe Outstanding Corporation Voting Securities immediately prior to such\nBusiness Combination beneficially own, directly or indirectly, more than\n60% of, respectively, the then outstanding shares of common stock and\nthe combined voting power of the then outstanding voting securities\nentitled to vote generally in the election of directors, as the case may\nbe, of the corporation resulting from such Business Combination\n(including, without limitation, a corporation that as a result of such\ntransaction owns the Company or all or substantially all of the\nCompany's assets either directly or through one or more subsidiaries) in\nsubstantially the same proportions as their ownership, immediately prior\nto such Business Combination of the Outstanding Corporation Voting\nSecurities, (ii) no Person (excluding any employee benefit plan (or\nrelated trust) of the Company or such corporation resulting from such\nBusiness Combination) beneficially owns, directly or indirectly, 20% or\nmore of, respectively, the then outstanding shares of common stock of\nthe corporation resulting from such Business Combination or the combined\nvoting power of the then outstanding voting securities of such\ncorporation except to the extent that such ownership existed prior to\nthe Business Combination, and (iii) at least a majority of the members\nof the Board of Directors of the corporation resulting from such\nBusiness Combination were members of the Incumbent Board at the time of\nthe execution of the initial agreement, or of the action of the Board of\nDirectors, providing for such Business Combination; or\n\n     (d)  approval by the shareholders of the Company of a complete\nliquidation or dissolution of the Company.  \n\n          Notwithstanding the foregoing, no Change of Control shall be\ndeemed to have occurred with respect to an individual by reason of any\nactions or events in which such individual participates in a capacity\nother than in his capacity as officer or employee of the Company (or as\na member of the Board of Directors of the Company or a Subsidiary, where\napplicable).\n\n     12.  Administration of the Plan:   The Company shall be the\nadministrator of the Plan and shall have the discretionary authority to\ndetermine all questions arising in connection with the Plan including\nits interpretation, and may adopt procedural rules and may employ and\nrely on such legal counsel, accountants, and agents as it may deem\nadvisable to assist in the administration of the Plan.  Decisions of the\nCompany shall be conclusive and binding on all persons. \n\n     13.  Amendment or Termination of the Plan:  The Company reserves\nthe right, at any time, and from time to time, and retroactively as\n\n\n\ndeemed necessary or appropriate, to amend or modify in whole or in part\nany or all of the provisions of the Plan, including the right to\ndiscontinue contributions, provided that no such amendment or\nmodification shall adversely affect the benefits accrued under the Plan\nprior to the effective date of such amendment or modification.  The\nCompany may terminate the Plan for any reason at any time, provided that\nsuch termination shall not adversely affect the benefits accrued under\nthe Plan prior to such effective date of such termination.  \n\n     14.  Suspension of Deferrals:   Notwithstanding any other provision\nof this Plan, a Participant shall be suspended from continued\nparticipation under this Plan for the twelve (12) month period\nimmediately following the date on which the Participant receives any\nhardship distribution from any Company Savings Plan qualified under Code\nSection 401(k).\n\n     15.  No Employment Rights:   The existence of the Plan or of a\ndeferral agreement does not constitute a contract for continued\nemployment between a Participant and the Company.  The Company reserves\nthe right to modify a Participant's compensation and to terminate a\nParticipant for any reason at any time, notwithstanding the existence of\nthis program or of a deferral agreement.  The Company reserves the right\nnot to grant awards to Participants for any reason.  \n\n     16.  Segregation of Monies Not Required:   Nothing contained in\nthis Plan or in a deferral agreement shall require the Company to\nsegregate any monies from their general funds, or to create any trusts,\nor to make any special deposits for any amounts to be paid to any\nParticipant, beneficiary or contingent beneficiary.  Neither the\nParticipant, his beneficiary, contingent beneficiary, heirs or personal\nrepresentatives shall have any right, title or interest in or to any\nfunds of the Company on account of this program or on account of having\ncompleted a deferral agreement. \n\n     17.  Restriction on Transfer:  The right to receive any benefits\nunder this Plan may not be transferred, assigned, subject to\ngarnishment, attachment or other legal equitable process without the\nprior written consent of the Company.\n\n     18.  Application of Law:  The provisions of this Plan shall be\nconstrued in accordance with the Employee Retirement Income Security Act\nof 1974, as amended, and to the extent not superseded thereby, in\naccordance with the laws of the State of New York.  \n\n\n\n\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":[9539,9542],"class_list":["post-38742","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38742","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=38742"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38742"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38742"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38742"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}