{"id":39949,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/first-amended-executive-incentive-plan-avon-products.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"first-amended-executive-incentive-plan-avon-products","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/first-amended-executive-incentive-plan-avon-products.html","title":{"rendered":"First Amended Executive Incentive Plan – Avon Products"},"content":{"rendered":"

FIRST AMENDMENT TO THE <\/strong><\/p>\n

AVON PRODUCTS, INC. 2008-2012 EXECUTIVE INCENTIVE PLAN
\n<\/strong><\/p>\n

This FIRST AMENDMENT is made to the Avon Products, Inc. 2008-2012 Executive
\nIncentive Plan, (the “Plan”) by AVON PRODUCTS, INC., a corporation duly
\norganized and existing under the laws of the State of New York (the “Company”).\n<\/p>\n

INTRODUCTION <\/u><\/strong><\/p>\n

Effective January 1, 2011, the Company wishes to amend the Plan to require
\nthat both a Change in Control plus as “Separation from Service” as defined in
\nInternal Revenue Code Section 409A occur before any vesting of Awards or payment
\nof Awards (“a double-trigger Change in Control”) and to permit the Committee to
\nestablish a 2011 Transition Incentive Cash Program and a 2011-2012 Transition
\nIncentive Cash Program that is not required to pay Awards in the year following
\nthe end of the relevant performance period.<\/p>\n

AMENDMENT <\/u><\/strong><\/p>\n

NOW, THEREFORE, the Company hereby amends the Plan, effective as of
\nJanuary 1, 2011 to read as follows:<\/p>\n

1. By adding in Section 2, the definition of “Change in Control Good Reason”
\nto read as follows:<\/p>\n

“”Change in Control Good Reason<\/em>” means any of the following:<\/p>\n

(i) a material diminution in the Participant’s base compensation;<\/p>\n

(ii) a material diminution in the Participant’s authority, duties or
\nresponsibilities;<\/p>\n

(iii) a material diminution in the authority, duties or responsibilities of
\nthe supervisor to whom the Participant is required to report, including a
\nrequirement that the Participant report to a corporate officer or employee
\ninstead of reporting directly to the Board;<\/p>\n

(iv) a material diminution in the budget over which the Participant retains
\nauthority;<\/p>\n

(v) a material change in the geographic location at which the Participant
\nmust perform services; or<\/p>\n

(vi) any other action or inaction that constitutes a material breach by the
\nCompany of the agreement under which the Participant provides services.<\/p>\n<\/p>\n

\n

For purposes of this definition, a Participant shall not be deemed to have
\nincurred a termination of employment for a Change in Control Good Reason unless:\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

\n

the condition constituting a Change in Control Good Reason occurs during the
\nperiod commencing with the date of the Change in Control and ending on the
\nsecond anniversary of the date of the Change in Control; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(y)<\/p>\n<\/td>\n

\n

the Participant provides written notice to the Company of the existence of
\nthe condition constituting a Change in Control Good Reason within ninety
\n(90) days of the initial existence of the condition constituting a Change in
\nControl Good Reason and the Company or one of its Affiliates is given thirty
\n(30) days to cure such condition.”<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2. By amending in Section 2, the definition of “Change in Control” by adding
\na sentence at the end thereof to read as follows:<\/p>\n

“If a Participant is a party to an employment agreement with the Company,
\n“Change in Control” shall have the meaning set forth in such agreement.”<\/p>\n

3. By adding in Section 2, the definition of “Separation from Service” to
\nread as follows:<\/p>\n

““Separation from Service<\/em>“<\/em> means a separation from the
\nservice of the Company or an Affiliate within the meaning of Section 409A of the
\nCode.”<\/p>\n

4. By adding a new Section 5.4(d) to read as follows:<\/p>\n

“(d) The Committee may establish a 2011 Transition Incentive Cash Program
\n(“2011 Program”) as an additional Annual Incentive Award grant under this Plan
\nas part of the Company’s implementation of providing incentive compensation
\nduring overlapping three-year performance periods. The 2011 Program shall be
\nsubject to the provisions of this Plan except that the Committee may, in lieu of
\nthe provisions of this Section 5.4, establish (i) the date of payment of the
\nAnnual Incentive Award under the 2011 Program past the date set forth in this
\nSection 5.4, and (ii) the extent to which a Participant shall have the right to
\nreceive an Annual Incentive Award under the 2011 Program following a Separation
\nfrom Service by the Company without Cause, upon retirement, death, disability or
\nfollowing a Change in Control. Notwithstanding the preceding, the final
\nparagraph of Section 5.4(d) shall be applicable to the 2011 Transition Plan as
\nif the 2011 Transition Plan was a Long-Term Incentive Award.”<\/p>\n<\/p>\n

2<\/p>\n<\/p>\n

\n

5. By deleting Section 6.4(d) and substituting therefore the following:<\/p>\n

“(d) Prior to the payment of a Long-Term Incentive Award for any Long-Term
\nPerformance Period, if (w) and (x) occurs, where (w) is a Change in Control
\nwhich occurs prior to the date the Long-Term Incentive Award is paid, and where
\n(x) is a Separation from Service following such Change in Control which either:
\n(y) is a voluntary Separation from Service for a Change in Control Good Reason;
\nor (z) is a Separation from Service that satisfies certain conditions
\nestablished by the Committee (including, but not limited to Separation from
\nService by the Company without Cause or a Separation from Service due to
\nretirement, death or disability, or another specified type of Separation from
\nService), then the Participant’s Long-Term Incentive Award will be calculated,
\nand paid, if payable, promptly following the Participant’s Separation from
\nService for (y) or (z), subject to Section 6.5, and in accordance with (i),
\n(ii) or (iii) below:<\/p>\n

(i) If the Separation from Service occurs at any time before the first half
\nof the Long-Term Performance Period, the Long-Term Incentive Award is fully
\nvested and calculated as if the Long-Term Incentive Award had been achieved at
\ntarget but prorated;<\/p>\n

(ii) If the Separation from Service occurs on or after the first half of the
\nLong-Term Performance Period and before the end of such Long-Term Performance
\nPeriod, the Long-Term Incentive Award is fully vested and calculated as if the
\nAward had been achieved at target, without proration;<\/p>\n

(iii) If the Separation from Service occurs after the end of the Long-Term
\nPerformance Period but before the payment of the Long-Term Incentive Award, the
\nCommittee shall establish the vesting and the calculation method for the
\nLong-Term Incentive Award.<\/p>\n

Effective upon a Change in Control, each outstanding Long-Term Incentive
\nAward must be continued in accordance with its terms and conditions in effect on
\nthe date of the Change in Control. If the Long-Term Incentive Awards are not so
\ncontinued, notwithstanding the other provisions of this Section 6.4(d), the
\nLong-Term Incentive Award shall be paid in cash, at target, without proration,
\npromptly following the Change in Control.”<\/p>\n

6. By adding a new Section 6.4(e) to read as follows:<\/p>\n

“(e) The Committee may establish a 2011-2012 Transition Incentive Cash
\nProgram (“2011-2012 Program”) as a Long-Term Incentive Award program under this
\nPlan as part of the Company’s implementation of providing incentive compensation
\nduring overlapping three-year performance periods. The 2011-2012 Program shall
\nbe subject to the provisions of this Plan except that the Committee may, in lieu
\nof the provisions of Section 6.4(a) and (b), establish (i) the date of payment
\nof the Long-Term Incentive Award<\/p>\n<\/p>\n

3<\/p>\n<\/p>\n

\n

past the date set forth in Sections 6.4(a) and (b) and (ii) the extent to
\nwhich a Participant shall have the right to receive a Long-Term Incentive Award
\nunder the 2011-2012 Program following a Separation from Service by the Company
\nwithout Cause, termination of a Participant’s employment with the Company or
\nupon retirement, death or disability.”<\/p>\n

7. By adding a new Section 6.5 to read as follows:<\/p>\n

“6.5. Six-Month Wait under Section 409A<\/em>. To the extent that an Award
\nis a non-exempt amount payable under a “nonqualified deferred compensation plan”
\n(as defined in Code Section 409A) upon a Separation from Service (other than
\ndeath) and if the Participant is a “specified employee” (as that term is defined
\nin Code Section 409A and pursuant to procedures established by the Company) on a
\nParticipant’s Separation from Service, then any Annual Incentive Award or
\nLong-Term Incentive Award payable under this Plan will not be paid to the
\nParticipant during the six-month period immediately following the Separation
\nfrom Service. Instead, the Award that would have been payable to the Participant
\nshall be paid on the first day of the seventh month following the Participant’s
\nSeparation from Service.”<\/p>\n

8. Section 7.1(a) is amended by adding the following sentence at the end
\nthereof:<\/p>\n

“On and after a Change in Control, the Committee may not amend or terminate
\nany Award in a manner that adversely affects such Award without the consent of
\nthe holder of the Award.”<\/p>\n

9. Section 7.5(c) is amended by changing the second sentence thereof as
\nfollows:<\/p>\n

“The Company’s obligations under this Plan are not assignable or
\ntransferrable except that the Company’s obligations hereunder shall become the
\nobligations of a company which acquires all or substantially all of the assets
\nof the Company or any company into which the Company may be merged or
\nconsolidated.”<\/p>\n<\/p>\n

4<\/p>\n<\/p>\n

\n

Except as specifically amended hereby, the Plan shall remain in full force
\nand effect as prior to this First Amendment.<\/p>\n

IN WITNESS WHEREOF<\/strong>, the Company has caused this Amendment to
\nbe executed on the 2nd<\/sup> day of March, 2011.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
AVON PRODUCTS, INC.<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Lucien Alziari<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Lucien Alziari<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

SVP, HR<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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":[9539,9546],"class_list":["post-39949","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39949","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=39949"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39949"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39949"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39949"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}