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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF AVON PRODUCTS, INC.

Addendum or Modifications

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Title: SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF AVON PRODUCTS, INC.
Governing Law: New York     Date: 2/20/2009
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF AVON PRODUCTS, INC., Parties: avon products  inc
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Exhibit 10.20

 

SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN OF

AVON PRODUCTS, INC.

AMENDED AND RESTATED AS OF JANUARY 1, 2009


TABLE OF CONTENTS

 

 

  

 

  

Page

SECTION 1

  

INTRODUCTION

  

1

SECTION 2

  

DEFINITIONS

  

1

SECTION 3

  

PARTICIPATION

  

9

SECTION 4

  

SUPPLEMENTAL RETIREMENT ALLOWANCES

  

10

SECTION 5

  

BENEFICIARY RETIREMENT ALLOWANCES

  

13

SECTION 6

  

FORMS OF PAYMENT

  

15

SECTION 7

  

ADMINISTRATION OF THE PLAN AND GOVERNING LAW

  

16

SECTION 8

  

CERTAIN RIGHTS AND LIMITATIONS

  

17

SECTION 9

  

AMENDMENT AND TERMINATION OF THE PLAN

  

19

SECTION 10

  

CLAIM PROCEDURES

  

22


SECTION 1

INTRODUCTION

Avon Products, Inc. (the “Company”) adopted the Supplemental Executive Retirement and Life Plan, originally effective as of January 1, 1982, and last amended and restated such plan as of July 1, 1998. The Company has now amended and restated such plan to comply with Section 409A, and bifurcated the Supplemental Executive Retirement and Supplemental Life portions of such plan into separate plan documents, this plan being one of those plan documents. The terms of this plan document shall be effective as of January 1, 2009 and this plan shall hereinafter be referred to as the Supplemental Executive Retirement Plan of Avon Products, Inc. (the “Plan”). With respect to distributions made under the Plan and calculating the amount of such distributions, this plan document governs distributions that begin on or after January 1, 2009. Distributions under the Plan that began prior to January 1, 2009 (and calculating the amount of such distributions) are governed by the distribution and benefit calculation provisions in the version of the Plan in effect at the time such distributions began (as modified by the Company in order to ensure good faith compliance with Section 409A during the period of time prior to January 1, 2009), and by the terms of this plan document only to the extent not inconsistent with such distribution and benefit calculation provisions.

In order to afford Participants and their Beneficiaries the maximum security, the Company has established a grantor trust (the “Trust”) to aid it in accumulating the amounts necessary to satisfy its contractual liability to pay certain benefits under the terms of the Plan. The Plan provides for the Company to pay all benefits and administrative costs from its general assets to the extent not paid by the Trust. The establishment of the Trust shall not convey rights to the Participants that are greater than those of the general creditors of the Company and shall not affect the Company’s continuing liability to pay Plan benefits and administrative costs, except that the Company’s liability shall be offset by actual benefits and administrative cost payments, if any, made by the Trust.

SECTION 2

DEFINITIONS

As used in the Plan, the masculine pronoun shall include the feminine and the feminine pronoun shall include the masculine unless otherwise specifically indicated. In addition, the following words and phrases as used in the Plan shall have the following meanings unless a different meaning is plainly required by the context:

2.1 “ Actuarial Equivalent ” shall refer to a benefit of equivalent value and shall have the same definition as such term has under the Retirement Plan.


2.2 “ Annual Benefit Offset ” shall mean the aggregate annual retirement allowance that would have been payable to a Participant under the Retirement Plan and the Other Plans, expressed in the form of a single life annuity, which form of benefit shall be the Actuarial Equivalent of the aggregate benefits that would be payable under such plans if they commenced on the same date as the Supplemental Retirement Allowance. In calculating the Annual Benefit Offset, for purposes of determining the annual retirement allowance payable under the Retirement Plan, such allowance shall be deemed to be the annual retirement allowance that would have been payable to the Participant under the formula contained in the Retirement Plan on June 30, 1998, if such formula had continued in effect after that date until the Participant’s retirement or death.

2.3 “ Average Final Compensation ” shall mean the average annual Compensation of a Participant during the three (3) years of the Participant’s last ten (10) years of Creditable Service in which the Participant’s Compensation was highest. If a Participant has less than three (3) years of Creditable Service, Average Final Compensation shall be computed over all such years. In the event that a Participant has a “Partial Compensation Year” (as that term is defined in Section 1 of Appendix VI of the Retirement Plan), solely for purposes of determining a Participant’s three (3) years of Compensation to be used in calculating his Average Final Compensation, the Participant’s Compensation for such Partial Compensation Year shall be annualized in accordance with the rules set forth in the last sentence of the penultimate paragraph of Section 1 of Appendix VI of the Retirement Plan; provided that the reference in such sentence to the “sixth highest year” shall be replaced with a reference to the “fourth highest year.”

2.4 “ Beneficiary ” shall mean the person or persons designated by a Participant as his beneficiary, such designation to be made in a time and manner determined by the Retirement Board. If a Participant fails to designate a beneficiary or if a beneficiary predeceases a Participant, then the Participant’s spouse shall be the beneficiary, or if no spouse survives the Participant, then the Participant’s estate shall be the beneficiary. A Participant may change his beneficiary at the time and in the manner determined by the Retirement Board.

2.5 “ Beneficiary’s Allowance ” shall mean the benefit payable to the Beneficiary of certain Participants as described in Section 5.

2.6 “ Board of Directors ” shall mean the board of directors of the Company.

 

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2.7 “ Change of Control ” shall mean:

(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the corporation where such acquisition causes such person to own twenty percent (20%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided that for purposes of this Section 2.7(a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of Section 2.7(c); and provided further that, if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds twenty percent (20%) as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, then such subsequent acquisition shall be treated as an acquisition that causes such Person to own twenty (20%) or more of the Outstanding Company Voting Securities; or

(b) individuals who, as of January 1, 2009, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(c) the approval by the shareholders of the Company of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”), or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, then the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, any Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly,

 

3


more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, no Change of Control shall be deemed to have occurred with respect to any individual by reason of any actions or events in which such individual participates in a capacity other than in his capacity as an officer or employee of the Company (or as a director of the Company or a Subsidiary, where applicable).

2.8 “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.9 “ Compensation ” shall mean the regular salary or wages paid to an Active Participant or deferred for services rendered to the Company or a Subsidiary during any year in which the Participant accrues Creditable Service, including any deferrals under a 401(k) plan or salary reduction under a “Section 125 plan” of the Company or a Subsidiary, plus any annual bonus (as opposed to a bonus or award that is based on performance over multiple years) payable to an employee (disregarding any election to defer the receipt thereof) under the Company’s Management Incentive Plan, Variable Incentive Plan, Executive Incentive Plan, or any similar or successor plan for services performed during the prior year; provided that Active Participants eligible to participate in the Management Incentive Plan are not eligible to participate in the Variable Incentive Plan after January 1, 1998, but the bonus payable to the Active Participants participating in the Variable Incentive Plan prior to January 1, 1998 will continue to be included in Compensation. Unless otherwise expressly provided in a

 

4


Participant’s Individual Agreement, Compensation shall not include special termination or severance payments or benefits, whether characterized as such, made pursuant to any employment agreement, separation agreement, severance plan or policy, or any similar arrangement.

Notwithstanding the foregoing, with respect to any period of absence (during which disability benefits are being paid to the Participant under the Company’s short-term or long-term disability plan) that is included as Creditable Service, the Participant’s annual Compensation for purposes of the Plan during such period of absence shall be deemed to be the greater of (i) his Compensation in his last full calendar year of employment immediately preceding the beginning of such absence, or (ii) the actual Compensation that he received in the year the absence began.

2.10 “ Compensation Committee ” means the Compensation Committee appointed by the Board of Directors.

2.11 “ Creditable Service ” shall mean:

(a) the total number of years and completed months of service rendered by an Active Participant as an employee of the Company or any Subsidiary;

(b) periods of authorized leaves of absence from the Company or a Subsidiary approved by the Retirement Board, including but not limited to leaves required to be granted pursuant to the Family and Medical Leave Act of 1993 and the Uniformed Services Employment and Reemployment Rights Act, and, notwithstanding any other provision of the Plan to the contrary, any period of absence while disability benefits are being paid to the Participant under the Company’s short-term or long-term disability plans, provided that no Creditable Service will accrue for any portion of a leave of absence that extends beyond the date that the Participant incurs a “separation from service” (as that term is defined in Section 409A);

(c) any prior Creditable Service under the Plan rendered by an employee who was formerly a Participant and who subsequently becomes a new Active Participant pursuant to Section 3; and

(d) service that is recognized for purposes of the Plan by reason of any Outside Agreement.

Subject to approval by the Compensation Committee, a Participant may be granted additional years of Creditable Service either for purposes of determining the amount of the allowance under the Plan or for purposes of satisfying the service requirements necessary for benefits under the Plan, or both. Additional service granted

 

5


under a specific provision of the Plan or under provisions of individual contracts with the Participant or under any severance plan or policy of the Company covering the Participant shall also be included in determining Creditable Service, but only in accordance with the specific terms of such provisions.

2.12 “ Dependent Child ” shall have the meaning set forth in the Participant’s Individual Agreement.

2.13 “ Dependent Children’s Allowance ” shall mean the benefit payable to the Dependent Children as described in Section 5.2.

2.14 “ Domestic Partner ” shall mean, effective January 1, 1999, an individual of the same or opposite sex as the Participant, who shares a committed and mutually dependent relationship with the Participant, and

(a) both the Participant and the Domestic Partner are at least the age of consent for marriage in the Participant’s state of residence, and

(b) the domestic partnership is an exclusive relationship with the Participant in which the Domestic Partner resides with the Participant and intends to do so permanently, and

(c) the Domestic Partner is mutually responsible with the Participant for basic living expenses, and

(d) the Domestic Partner is not related by blood to a degree of closeness that would prohibit legal marriage, and

(e) the Domestic Partner is not married to, or in a domestic partner relationship with, anyone else, and

(f) the Participant has filed an Affidavit of Eligibility for Domestic Partner Benefits with the Retirement Board.

An individual shall cease to be a Domestic Partner upon the filing by the Participant of an Affidavit of Termination of Domestic Partnership with the Retirement Board.

2.15 “ Early Retirement Allowance ” shall mean the Supplemental Retirement Allowance that is payable to an Active Participant who retires before attaining Normal Retirement Age, but after attaining age 55 with fifteen (15) or more years of Creditable Service, or after attaining an age that, when added to his Creditable Service, totals at least 85 years.

 

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2.16 “ Hardship Retirement Allowance ” means a Supplemental Retirement Allowance that may be payable to an Active Participant pursuant to Section 4.1(b).

2.17 “ Individual Agreement ” means a written agreement entered into between the Company and a Participant that specifically refers to benefits payable to or on behalf of such Participant under the Plan. The intent of the parties to any such Individual Agreement is, in part, to cause benefits payable under the Plan to be in compliance with Section 409A.

2.18 “ Nonforfeitable ” shall refer only to the vested unsecured contractual right of a Participant, his Beneficiary, and his Dependent Children, if any, to benefits under the Plan. In no event shall “Nonforfeitable” imply any preferred claim on or to, or any beneficial ownership interest in, any assets of the Company or its Subsidiaries before those assets are paid to any individual pursuant to the terms of the Plan. As provided in Sections 8.5 and 8.6, certain events may result in the forfeiture of Nonforfeitable benefits.

2.19 “ Normal Retirement Age ” shall mean age 65.

2.20 “ Normal Retirement Allowance ” shall mean the Supplemental Retirement Allowance that is payable to an Active Participant who retires after attaining Normal Retirement Age.

2.21 “ Other Plans ” shall mean the employer-provided portion of any defined benefit pension plan sponsored by the Company (other than the Retirement Plan) or any Subsidiary and of any retirement or pension allowance (but not any form of severance or special termination payment) set forth and payable pursuant to any employment contract or any other agreement (other than an individual deferred compensation contract under which elective employee salary or bonus deferrals are made) between the Participant and the Company or a Subsidiary.

The term “Other Plans” shall also include the employer-provided portion of any other pension or retirement plans sponsored by the predecessor employer of a Participant and of any retirement or pension allowance (but not any form of severance or special termination payment) set forth and payable pursuant to any employment contract or any other agreement (other than an individual deferred compensation contract under which elective employee salary or bonus deferrals are made) between the Participant and the predecessor employer of a Participant providing for benefits attributable in whole or in part to service that is recognized under the Plan as Creditable Service.

Notwithstanding the foregoing, the employer-provided portion of the benefits paid or payable to or on behalf of a Participant pursuant to Other Plans shall only include a proportionate share of such benefits based on the ratio by which the portion of the

 

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service recognized under the Other Plan that is recognized as Creditable Service bears to the total service recognized under the Other Plan.

2.22 “ Outside Agreement ” shall mean a written agreement entered into between a duly authorized officer of the Company with authority to act in the matter and a Participant that recognizes any period of time prior to the commencement of such Participant’s employment with the Company as service for purposes of certain retirement or other benefits or modifies any of the benefits or provisions of the Plan. A Participant’s Individual Agreement is a form of Outside Agreement.

2.23 “ Participant ” shall mean any Active Participant, Retired Participant, or Vested Participant.

(a) “ Active Participant ” shall mean an employee from the time participation in the Plan begins pursuant to Section 3 until the earliest of the time:

(i) the Participant retires;

(ii) the Participant dies;

(iii) the Participant terminates employment with the Company and its Subsidiaries; or

(iv) the Plan is terminated.

In addition, if a Participant is placed on inactive employee status, as defined by the Retirement Board from time to time under uniform and nondiscriminatory rules, and, at the date of such change in status, the Participant has attained age 62 or the sum of the Participant’s age and years of Creditable Service total at least 80 years, then the Participant will continue as an Active Participant in the Plan; provided that such Participant shall cease to be an Active Participant no later than the date that such Participant “separates from service” (as that term is defined in Section 409A).

(b) “ Retired Participant ” shall mean a former employee who has retired on or after meeting the requirements for a Supplemental Retirement Allowance under Section 4.

(c) “ Vested Participant ” shall mean an employee or former employee of the Company or Subsidiary who ceased to be an Active Participant, who has not become a Retired Participant, and who, by virtue of Section 9, has a Nonforfeitable right to benefits under the Plan.

 

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2.24 “ Retirement Board ” shall mean the administrative board or any successor thereto that administers the Retirement Plan.

2.25 “ Retirement Plan ” shall mean, prior to July 1, 1998, the Employees’ Retirement Plan of Avon Products, Inc. and, thereafter, the Avon Products, Inc. Personal Retirement Account Plan, as amended from time to time.

2.26 “ Section 409A ” shall mean Section 409A of the Code, including any regulations and other guidance issued under such Section.

2.27 “ Subsidiary ” shall mean any majority-owned subsidiary of the Company.

2.28 “ Supplemental Retirement Allowance ” shall mean the benefit referred to in Section 4.

2.29 “ Surviving Spouse ” shall mean the spouse to whom a Participant was married on the date that the Participant’s Supplemental Retirement Allowance commenced under the Plan, or on the Participant’s date of death, if earlier.

SECTION 3

PARTICIPATION

3.1 Commencement of Participation .

(a) Each individual who was a Participant as of June 30, 1998, shall be a Participant on July 1, 1998. A listing of Participants as of July 1, 1998 is maintained in the records of the Company, which records may be updated by the Company from time to time, provided that all updates shall be attested by the signatures of two members of the Retirement Board.

(b) The Compensation Committee shall have the authority to include, as Active Participants, officers of the Company on the U.S. payroll, at the level


 
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