ex10_p.htm


    
      

    

    
      EXHIBIT
10-P

    

    
 

    FORM
OF RESTRICTED STOCK AWARD AGREEMENT

    COLGATE-PALMOLIVE
COMPANY

    


    EXECUTIVE
INCENTIVE COMPENSATION PLAN

    


    


    


    <<Date>>

    


    


    <<Title>>
<<First Name>> <<Last Name>>

    Colgate-Palmolive
Company

    <<Location>>

    


    


    This will
confirm the following award of restricted stock made to you on [DATE] by the
Personnel and Organization Committee of the Board of Directors of
Colgate-Palmolive Company (the “Company”) pursuant to the Executive
Incentive Compensation Plan of the Company (the “Plan”). If you have not received
copies of the Plan and the Plan Prospectus, they are available from the Company
at 300 Park Avenue, New York, NY  10022, Attention:  Mr.
Andrew D. Hendry, Senior Vice President, General Counsel and
Secretary.

    


    You have
been granted an award of <<________>> shares of restricted
stock.

    


    This
award is subject to the terms, conditions, limitations and restrictions
contained in or established pursuant to the Plan and all requirements of
applicable law.  Your acceptance of the award shall constitute your
acknowledgment of, and agreement to, all such terms, conditions, limitations and
restrictions.

    


    Receiving
shares of common stock is contingent upon your continued employment with the
Company for [_______] years (i.e., until at least [DATE]) (the “Vesting Period”)
[notwithstanding the normal Plan guidelines regarding the effect of retirement
on awards]1.  During the Vesting
Period, dividend equivalents will be credited to the shares of restricted
stock.  As soon as practicable after the end of the Vesting Period,
the award plus dividend equivalents will be paid to you in the form of Colgate
common stock, less any required tax withholding that becomes due during or at
the end of the Vesting Period.

    


    Nothing
herein contained shall obligate the Company or any subsidiary of the Company to
continue your employment for any particular period or on any particular basis of
compensation, including without limitation, to make future grants of restricted
shares or other equity awards.

    


    This
award may not be assigned or transferred in whole or in part except as provided
in the Plan.  You shall not have any of the rights of a shareholder
with respect to any of the restricted shares which are the subject of the award
until shares of common stock are actually issued to you.

    


    The
number of restricted shares included in your award is subject to adjustment as
provided in the Plan.  You assume all risks incident to any change
hereafter in applicable laws or regulations or incident to any change in the
market value of the Colgate common stock after the date of grant of the award
and after vesting.

    

      

    

    
      1
Bracketed language to be included in the case of certain retention
grants.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Data
Privacy.  You understand that the Company and the Company subsidiary
for which you work may hold certain personal information about you, including,
but not limited to, your name, home address and telephone number, date of birth,
social insurance number or other identification number, any shares of stock or
directorships held in the Company, details of all restricted stock awards or any
other entitlement to shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in your favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Data”).  You
hereby consent to the collection, use and transfer, in electronic or other form,
of your personal data as described in this Agreement and any other restricted
stock grant materials by and among, as applicable, the Company, its subsidiaries
and Affiliates and any third parties engaged by the Company to administer the
Plan, for the exclusive purpose of implementing, administering and managing your
participation in the Plan.  You understand that you may request a list
with the names and addresses of any potential recipients of the Data by
contacting your local human resources representative.  You understand
that you may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing your local human resources representative.  You understand,
however, that refusing or withdrawing your consent may affect your ability to
participate in the Plan.  For more information on the consequences of
your refusal to consent or withdrawal of consent, you understand that you may
contact your local human resources representative.

    


    This
Agreement and related restricted stock award are governed by, and subject to,
the laws of the State of Delaware, without reference to principles of conflict
of laws, as provided in the Plan.

    


    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              COLGATE-PALMOLIVE
      COMPANY

            
	 
      	 
      
	 
      	 
      
	 
      	
              By

            


    

    


    


    


    
 

    Sign
below to indicate your acceptance of the foregoing and
retain this Agreement for your records.

    


     

    
      
        

      

       

       

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