Exhibit 10.50
AVON PRODUCTS,
INC.
MANAGEMENT INCENTIVE
PLAN
1.1. Purpose . The purpose of
this Plan is to provide annual incentive compensation that is based
on Company performance and to recognize employee contributions in
helping the Company meet its financial and strategic objectives.
This Plan supersedes any previous Management Incentive Plan of the
Company.
1.2. Term . This Plan shall
be effective as of January 1, 2009, unless earlier terminated
pursuant to Section 6.1.
For purposes of the Plan, the
following terms shall have the meanings set forth below:
“ Affiliate ”
means (a) an entity that directly or through one or more
intermediaries is controlled by the Company, and (b) any
entity in which the Company has a significant equity interest, as
determined by the Company.
“Award”
means an annual incentive award
payable with respect to a Plan Year determined in accordance with
Article V hereof, whether in the form of cash, stock, restricted
stock, stock units or other forms of stock-based awards, or any
combination thereof, provided that any such stock-based awards
shall be issued pursuant to and be subject to the terms and
conditions of the Stock Plan.
“ Base Compensation
” means the base rate of salary payable to a Participant as
most recently reflected on the books and records of the Company,
exclusive of bonus, commission, fringe benefits, employee benefits,
expense allowances and other nonrecurring forms of
remuneration.
“ Board” means
the Board of Directors of the Company.
“ Cause ”
means:
(a) the failure or refusal by the
Participant to perform his or her normal duties (other than any
such failure resulting from the Participant’s incapacity due
to physical or mental illness), which has not ceased within ten
(10) days after a written demand for substantial performance
is delivered to the Participant by the Company, which demand
identifies the manner in which the Company believes that the
Participant has not performed such duties;
(b) the engaging by the Participant
in willful misconduct or an act of moral turpitude which is
materially injurious to the Company, monetarily or otherwise;
or
(c) the conviction of the
Participant of, or the entering of a plea of guilty or nolo
contendere by the Participant with respect to, a felony;
provided, however, that if a
Participant is party to an employment agreement with the Company,
“Cause” shall have the meaning set forth in such
agreement.
“Code”
means the Internal Revenue Code of
1986, as amended.
“Committee” means the Compensation Committee of the Board,
which shall consist of two or more members of the Board, each of
whom shall be an “outside director” within the meaning
of Section 162(m) of the Code.
“Company
” means Avon Products,
Inc.
“DCP
” means the Avon Products,
Inc. Deferred Compensation Plan, as in effect and as amended from
time to time.
“ Participant ”
means any employee of the Company or its Affiliates who is selected
to participate in the Plan pursuant to Article IV
hereof.
“ Plan ” means
this Avon Products, Inc. Management Incentive Plan, as in effect
and as amended from time to time.
“ Plan Year ”
means a one-year period beginning January 1 and ending on
December 31.
“Senior Officer
” has the meaning set forth in
the Charter of the Committee, as in effect and as amended from time
to time.
“ Stock Plan ”
means the Company’s 2005 Stock Incentive Plan (or any
successor stock incentive plan approved by the shareholders of the
Company), as in effect and as amended from time to time.
The Plan shall be administered by
the Committee, which may adopt such rules and procedures for
carrying out the purposes of the Plan as the Committee shall deem
appropriate. Notwithstanding anything to the contrary herein, the
Committee may delegate its duties under the Plan to such
individuals, and may revoke or change any such delegation, as it
deems appropriate from time to time, provided that it may not
delegate duties with respect to determining the eligibility and
Awards under the Plan for any Senior Officer. The Committee shall
interpret and construe any and all provisions of the Plan and any
determination made by the Committee under the Plan shall be final
and conclusive. Neither the Board nor the Committee, nor any member
of the Board or the Committee, nor any employee of the Company
shall be liable for any act, omission, interpretation, construction
or determination made in connection with the Plan (other than acts
of willful misconduct) and the members of the Board and the
Committee and the employees of the Company shall be entitled to
indemnification and reimbursement by the
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Company to the maximum extent permitted by law
in respect of any claim, loss, damage or expense (including
counsel’s fees) arising from their acts, omissions and
conduct in their official capacity with respect to the
Plan.
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IV.
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ELIGIBILITY
AND PARTICIPATION
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The Company, or the Committee, shall
select the employees of the Company or its Affiliates to
participate in the Plan for any particular Plan Year; provided,
however, that no new Participants shall be permitted into the Plan
for a specific Plan Year after October 1 of such Plan
Year.
5.1. Establishment of Performance
Measures. Within the first 90 days of each Plan Year, the
Committee shall establish the performance measures for such year,
which may include, without limitation, measures on a consolidated
basis, on the basis of a business unit, geographically-based unit
or a country, representative service objectives, measures relative
to one or more peer group companies or indices or the market, or
personal objectives. Performance measures may differ from
Participant to Participant and from Award to Award.
5.2. Determination of Award.
A target award of a specified percentage of Base Compensation for
such Plan Year shall be establis