Exhibit 10.26
BENEFIT RESTORATION PENSION
PLAN
OF
AVON PRODUCTS, INC.
Amended and Restated effective as of
January 1, 2009
TABLE OF CONTENTS
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Page
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ARTICLE 1
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Definitions
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1
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ARTICLE 2
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Membership
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3
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ARTICLE 3
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Amount and Payment of Benefits
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4
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ARTICLE 4
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General Provisions
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8
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ARTICLE 5
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Amendment or Termination
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9
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BENEFIT RESTORATION PENSION PLAN
OF
AVON PRODUCTS, INC.
Introduction
This amendment and restatement of
the Benefit Restoration Pension Plan of Avon Products, Inc. (the
“Plan”) has been adopted by the Company and is
effective as of January 1, 2009. This plan document governs
distributions made under the Plan on or after January 1, 2009.
Distributions made under the Plan before January 1, 2009 were
made in accordance with the version of the Plan in effect at the
time of the respective distribution (and, if applicable, as the
Plan was operated by the Company in order to ensure good faith
compliance with Section 409A during the period of time after
December 31, 2004 and before January 1, 2009).
The Plan is designed to pay
supplemental benefits to certain Employees who have qualified or
may qualify for benefits under the Retirement Plan, as defined
below. All benefits payable under the Plan shall be paid out of the
general assets of the Company. The Company may establish a trust in
order to aid it in providing benefits due under the
Plan.
ARTICLE 1
Definitions
1.1 “ Beneficiary
” shall mean the person or trust that a Member designates as
such under the Retirement Plan, provided that, if a Member has
failed to make such a designation or no person designated is alive,
no trust has been established, and no successor Beneficiary has
been designated who is alive, then “Beneficiary” shall
mean (a) the Member’s spouse, or (b) if no spouse
is alive, the deceased Member’s estate (as payable to the
legal representative of such estate).
1.2 “ Code ”
shall mean the Internal Revenue Code of 1986, as
amended.
1.3 “ Company ”
shall mean Avon Products, Inc., or any successor by merger,
purchase, or otherwise, with respect to its Employees; or any other
affiliated company authorized by the Board of Directors of Avon
Products, Inc. or the successor to participate in the
Plan.
1.4 “ Compensation
Committee ” shall mean the Compensation Committee of the
Board of Directors of Avon Products, Inc.
1.5 “ Effective Date
” shall mean July 1, 1998.
1.6 “ Employee ”
shall mean an individual who is employed by the Company at any time
on or after the Effective Date.
1.7 “ Equivalent Actuarial
Value ” shall mean a benefit of equivalent value when
computed on the basis of the same mortality table and rate or rates
of interest and/or empirical tables that are being used to
determine the Member’s Retirement Allowance under the
Retirement Plan.
1.8 “ Member ”
shall mean any Employee or former Employee who has become a
participant in the Plan, for so long as his benefits under the
Plan, if any, have not been fully distributed pursuant to the
Plan.
1.9 “ Retirement
Allowance ” shall mean the accrued benefit available
under the Retirement Plan, using the definitions of
“Compensation,” “Credited Service,” and
“Vesting Service” contained therein from time to time,
but determined without regard to any benefit provided under
Section 17 of the Retirement Plan in the event of a change of
control.
1.10 “ Retirement Board
” shall mean the administrative board or any successor
thereto that administers the Retirement Plan.
1.11 “ Retirement Plan
” shall mean the Avon Products, Inc. Personal Retirement
Account Plan as in effect on the Effective Date and as may
thereafter be amended from time to time.
1.12 “ Section 409A
” shall mean Code Section 409A, including any Internal
Revenue Service regulations and other guidance issued under such
Section.
1.13 “ Separation from
Service ” shall mean a “separation from
service” (as defined under Section 409A). If an Employee
is on military leave, sick leave, or other bona fide leave of
absence, then that Employee will not be deemed to have incurred a
Separation from Service unless such leave extends beyond six
months, in which case the Separation from Service will occur on the
day immediately following the expiration of such six-month period;
provided that an Employee who has a statutory or contractual right
to reemployment while on a leave of absence will not be deemed to
have incurred a Separation from Service, even if such leave extends
beyond six months, as long as such statutory or contractual right
remains in effect. However, if a leave of absence is due to a
medically determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of
not less than six months, where such impairment causes the Employee
to be unable to perform his job duties or the duties of a similar
job position, then the six-month period in the prior sentence is
replaced with a 29-month period. A leave of absence will constitute
a “bona fide leave of absence” only if
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there is a reasonable expectation that the
Employee will return to perform service for the Company.
1.14 “ SERP ”
shall mean the Supplemental Executive Retirement Plan of Avon
Products, Inc., as in effect on the Effective Date and as may
thereafter be amended from time to time.
1.15 “ Severance Plan
” shall mean the Avon Products, Inc. Severance Pay Plan as in
effect on January 1, 2009 and as may thereafter be amended
from time to time, or any successor plan thereto, if any, or any
individual arrangement or agreement that provides severance
benefits.
1.16 “ Supplemental
Benefit ” shall mean the accrued retirement benefit
payable under the Plan.
ARTICLE 2
Membership
2.1 Eligibility
(a) Every Employee who is a
participant in the Retirement Plan and is a member of a select
group of management or highly-compensated employees shall become a
Member of the Plan on the first day of the calendar month
coincident with or next following the date that his accrued
Retirement Allowance is limited as a result of the application of
Code Section 415 or 401(a)(17) or otherwise affected as set
forth in Section 3.1 below. Notwithstanding the foregoing, an
Employee who participates in the SERP will not be a Member or
otherwise participate in the Plan.
(b) Each Employee who was a Member
on June 30, 1998, shall continue to be a Member as of the
Effective Date.
2.2 Termination of
Membership
A Member’s participation in
the Plan shall terminate on the later of (a) the date of the
Member’s Separation from Service, and (b) the date that
such Member’s benefits payable under the Plan, if any, have
been fully distributed.
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ARTICLE 3
Amount and Payment of
Benefits
3.1 Amount of Supplemental
Benefit
The annual amount of the
Supplemental Benefit payable with respect to a Member, expressed as
a single life annuity, shall be equal to:
(a) the amount of the Retirement
Allowance that would be payable in the form of a single life
annuity if (i) the limitations of Code Section 415 were
not applicable, (ii) the annual compensation limitations under
Code Section 401(a)(17) were not applicable, (iii) the
definition of compensation under the Retirement Plan included
compensation electively deferred by the Member for the “plan
year” (as defined in the Retirement Plan) to a deferred
compensation plan or program maintained by the Company but only to
the extent that such compensation would have been included in such
definition if it had not been deferred, (iv) for highly
compensated employees (as defined in Code Section 414), the
definition of compensation under the Retirement Plan included the
amount of the annual award (as opposed to awards that are based on
performance over multiple years) for 2001 and later years under the
Avon Products, Inc. Management Incentive Plan or Avon Products,
Inc. Executive Incentive Plan that is paid in the form of
restricted stock or stock options, plus any premium for superior
performance, (v) for any Member who is eligible for the
benefit referenced in Section 1.2(a) or
Section&nb