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Exhibit
10.2
AVON PRODUCTS,
INC.
2005 STOCK INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AWARD AGREEMENT
1. Grant of Restricted
Stock Unit Award. Pursuant to the provisions of its 2005
Stock Incentive Plan (the “Plan”), Avon Products, Inc.
(the “Company”) has awarded you (the
“Grantee”) Restricted Stock Units (the
“RSUs”), representing the right to receive in the
future shares of Stock (the “Shares”) as set forth in
the Grantee’s grant notification. These RSUs are subject to
the terms and conditions set forth below, as well as those terms
and conditions set forth in the Plan, all of which are hereby
incorporated by this reference. All capitalized terms used in this
Restricted Stock Unit Award Agreement (this
“Agreement”) shall have the meaning set forth in the
Plan.
2. Nature of RSUs;
Issuance of Shares . These RSUs represent a right to
receive Shares on the Vesting Date (as defined below) but do not
represent a current interest in the Shares. If all the terms and
conditions hereof and of the Plan are met, then the Grantee shall
be issued certificates for the respective number of Shares on the
Vesting Date (or earlier as provided in this Agreement). In lieu of
issuance of Shares, the Company reserves the right to instead make
a cash payment to the Grantee equal to the Fair Market Value of the
Shares determined as of the Vesting Date (or earlier as provided in
this Agreement).
3. Restrictions on
Transfer of RSUs. These RSUs may not be sold, tendered,
assigned, transferred, pledged or otherwise encumbered.
4. Vesting of RSUs;
Voting; Dividends.
(a) Subject to
Section 5, vesting and settlement of the RSUs shall occur on
the date set forth in the Grantee’s grant notification (such
date the “Vesting Date”), provided, however, that the
RSUs shall vest sooner upon the occurrence of a Change in Control
and such vested Shares shall be issued to the Grantee within thirty
(30) days after the occurrence of a Change in Control. Subject
to Section 5, vesting is contingent upon the Grantee being
employed by the Company or its Subsidiaries on the Vesting Date, or
on the date of the Change in Control.
(b) The Grantee does not have
the right to vote any of the Shares or to receive dividends on them
prior to the date such Shares are to be issued to the Grantee
pursuant to the terms hereof. However, unless otherwise determined
by the Committee, the Grantee shall be entitled to “Dividend
Equivalent Rights” so that the Grantee will receive a cash
payment in respect of the Shares in amounts that would otherwise be
payable as dividends with respect to such number of Shares, when
and as dividends are paid.
5. Termination of
Employment.
(a) Termination by the
Company without Cause . If the Grantee’s employment is
terminated by the Company (and, if applicable, by any Subsidiary
for whom the Grantee is employed) other than for Cause, then a
pro-rata portion of the RSUs referred to in Section 4(a) above
shall become vested and the appropriate number of such vested
Shares shall be issued to the Grantee within thirty (30) days
after such termination date, unless such Grantee is a
“specified employee” on the termination date, as
defined in Code Section 409A and determined pursuant to
procedures and elections made by the Company from time to time, in
which case, the vested Shares shall be issued on the date which is
six months after the termination date. The number of Shares that
vest shall be determined by multiplying the full number of Shares
subject to the RSU by a fraction, which shall be the number of
complete months of employment from the date of grant (the
“Grant Date”) to the date of termination (last day of
active employment), divided by the number of months from the Grant
Date to the Vesting Date.
(b) Termination due to
Disability . If the Grantee’s employment is terminated
due to Disability, then all of the RSUs referred to in
Section 4(a) above shall become vested and such vested Shares
shall be issued to the Grantee on the Vesting Date.
(c) Death . If the
Grantee dies, then all of the RSUs referred to in Section 4(a)
above shall become vested and such vested Shares shall be issued to
the Grantee’s designated beneficiary (or if none, the
Grantee’s estate) within thirty (30) days after such
death.
(e) Termination by the
Company for Cause or by the Grantee for Any Reason Other than
Disability or Death . If the Grantee’s employment is
terminated by the Company (and, if applicable, by any Subsidiary
for whom the Grantee is employed) for Cause, or if the Grantee
voluntarily terminates employment for any reason other than
Disability or death, then all RSUs shall be forfeited.
“Cause” shall have the same meaning as that provided in
the Company’s severance pay plan on the Grant Date. In
addition, termination for Cause shall include any
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