{"id":39950,"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-amendment-to-brpp-avon-products.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"first-amendment-to-brpp-avon-products","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/first-amendment-to-brpp-avon-products.html","title":{"rendered":"First Amendment to BRPP – Avon Products"},"content":{"rendered":"

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

BENEFIT RESTORATION PENSION PLAN OF AVON PRODUCTS,
\nINC. <\/strong><\/p>\n

AS AMENDED AND RESTATED <\/strong><\/p>\n

EFFECTIVE JANUARY 1, 2009 <\/strong><\/p>\n

This FIRST AMENDMENT is made to the Benefit Restoration Pension Plan of Avon
\nProducts, Inc. (the “Plan”), as it was amended and restated on January 1, 2009,
\nby AVON PRODUCTS, INC., a corporation duly organized and existing under the laws
\nof the State of New York (the “Company”).<\/p>\n

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

The Company wishes to amend the Plan to conform the Plan to the requirements
\nspecified in the Avon Products, Inc. Change in Control Policy, effective as of
\nMarch 11, 2010.<\/p>\n

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

NOW, THEREFORE, the Company hereby amends the Plan, effective as of March 11,
\n2010, as follows:<\/p>\n

1. By redesignating Sections 1.2 through 1.16 of Article I as Sections 1.3
\nthrough 1.17, respectively, and adding new Section 1.2 as follows:<\/p>\n

“1.2. “Change in Control Policy<\/u>” means the Avon Products, Inc. Change
\nin Control Policy effective March 11, 2010, and as may thereafter be amended
\nfrom time to time, or any successor plan or policy thereto, if any.”<\/p>\n

2. By deleting Section 3.1 in its entirety and substituting thereof, the
\nfollowing:<\/p>\n

“3.1. Amount of Supplemental Benefit<\/u><\/p>\n

The annual amount of the Supplemental Benefit payable with respect to a
\nMember, expressed as a single life annuity, shall be equal to (a) minus (b),
\nwhere (a) is the annual amount of the Retirement Allowance that would be payable
\nin the form of a single life annuity if:<\/p>\n

(i) the limitations of Code Section 415 were not applicable;<\/p>\n

(ii) the annual compensation limitations under Code Section 401(a)(17) were
\nnot applicable;<\/p>\n

(iii) the definition of compensation under the Retirement Plan included
\ncompensation electively deferred by the Member for the Plan Year’ (as defined
\nin the Retirement Plan) to a deferred compensation plan or program maintained by
\nthe Company but only to the extent that such compensation would have been
\nincluded in such definition if it had not been deferred;<\/p>\n<\/p>\n

1<\/p>\n<\/p>\n

\n

(iv) for highly compensated employees (as defined in Code Section 414), the
\ndefinition of compensation under the Retirement Plan included the amount of the
\nannual award (as opposed to awards that are based on performance over multiple
\nyears) from 2001 to 2005 under the Avon Products, Inc. Management Incentive Plan
\nor Avon Products, Inc. Executive Incentive Plan that was paid in the form of
\nrestricted stock or stock options, plus any premium for superior performance;\n<\/p>\n

(v) for any Member who is eligible for the benefit referenced in
\nSection 1.2(a) or Section 1.2(b)(2) of the Retirement Plan, such Member received
\ncredit under the Retirement Plan (for age, Credited Service, and Vesting
\nService, as applicable, as defined in the Retirement Plan) for the number of
\nmonths for which such Member is eligible to receive severance payments, if any,
\nunder the terms of the Severance Plan at the time of his Separation from
\nService, provided that such number of months will not exceed twenty-four
\n(24) months, and further provided that such credit will be provided only to the
\nextent that the total of such Member’s age and Credited Service does not exceed
\neighty-five (85);<\/p>\n

(vi) for any Member who is eligible only for the benefit referenced under
\nSection 1.2(b)(1) of the Retirement Plan, such Member received credit under the
\nRetirement Plan solely for retirement eligibility purposes (and not for age and
\nCredited Service, as defined in the Retirement Plan) for the number of months
\nfor which such Member is eligible to receive severance payments, if any, under
\nthe terms of the Severance Plan at the time of his Separation from Service,
\nprovided that such number of months will not exceed twenty-four (24) months, and
\nfurther provided that such credit will be provided only to the extent that the
\ntotal of such Member’s age and Credited Service does not exceed eighty-five
\n(85); and<\/p>\n

(vii) for any Member who receives benefits under the Change in Control
\nPolicy, the Member received an additional two years of credit (for age, Credited
\nService, Vesting Service and\/or solely for retirement eligibility purposes, as
\napplicable, as defined in the Retirement Plan, applying such additional credits
\nin the same manner as (v) and (vi) are applied above to the relevant Member
\nclass), provided that such period of additional years of credit will be provided
\nonly to the extent that it does not cause the Member’s age and Credited Service
\nto exceed eighty-five (85).<\/p>\n

and where (b) is the Retirement Allowance that is actually payable to the
\nMember.<\/p>\n

For purposes of this Section 3.1, if any benefit under Section 3.1(b) is
\npayable in a form other than a single life annuity or at a time other than the
\ntime that the Supplemental Benefit is payable under the Plan, such benefit shall
\nbe converted<\/p>\n<\/p>\n

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

\n

to a single life annuity of Equivalent Actuarial Value that is payable as of
\nthe date of the Member’s Separation from Service. For the avoidance of doubt, in
\norder to determine the amount of the Retirement Allowance under Section 3.1(b),
\nit will be assumed that the Retirement Allowance is payable as a single life
\nannuity beginning at the time of the Member’s Separation from Service,
\ndetermined using the compensation and service credits that the Member has
\naccumulated under the Retirement Plan through such Separation from Service,
\nwhether or not the Retirement Allowance is actually paid at such time or in such
\nform.<\/p>\n

For purposes of determining the Supplemental Benefit under the Plan, the
\ndefinition of “compensation” in the Retirement Plan is modified to exclude
\nseverance pay and any payments under the Change in Control Policy from such
\ndefinition, and thus from consideration under the Plan, only for those Employees
\nwhose last day of active employment is on or after January 1, 2007.”<\/p>\n

3. By deleting Section 3.2(a) in its entirety and substituting thereof, the
\nfollowing:<\/p>\n

“(a) With respect to Supplemental Benefits that begin to be paid on
\nJanuary 1, 2009 or later, such Supplemental Benefits will be paid to the Member,
\nsubject to Sections 3.2(b) and 3.6, as follows: (1) 80% of the Equivalent
\nActuarial Value of the Supplemental Benefit will be paid in a lump sum during
\nthe month following the month in which the Member’s Separation from Service (or
\na change in control as defined in the Change in Control Policy, if later) occurs
\n(the “Lump-Sum Payment Month”); and (2) 20% of the Equivalent Actuarial Value of
\nthe Supplemental Benefit will be paid in sixty equal, monthly installments
\nbeginning during the Lump-Sum Payment Month.”<\/p>\n

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

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

\n

IN WITNESS WHEREOF, the Company has caused this First Amendment to be
\nexecuted on the date set forth below.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

AVON PRODUCTS, INC.<\/p>\n<\/td>\n<\/tr>\n

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

Dated: December 13, 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

<\/td>\n\n

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

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

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

<\/td>\n\n

SVP, Human Resources<\/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":[9539,9550],"class_list":["post-39950","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__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39950","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=39950"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39950"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39950"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39950"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}