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BENEFIT RESTORATION PENSION PLAN OF AVON PRODUCTS, INC

Employee Benefits Plan Agreement

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This Employee Benefits Plan Agreement involves

AVON PRODUCTS INC

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

BENEFIT RESTORATION PENSION PLAN OF AVON PRODUCTS, INC, Parties: avon products inc
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Exhibit 10.26

 

BENEFIT RESTORATION PENSION PLAN

OF

AVON PRODUCTS, INC.

 

Amended and Restated effective as of January 1, 2009


TABLE OF CONTENTS

 

 

  

 

  

Page

ARTICLE 1

  

Definitions

  

1

ARTICLE 2

  

Membership

  

3

ARTICLE 3

  

Amount and Payment of Benefits

  

4

ARTICLE 4

  

General Provisions

  

8

ARTICLE 5

  

Amendment or Termination

  

9


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

 

2


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.

 

3


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


 
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