exv4w3






Exhibit 4.3




STRICTLY PERSONAL AND CONFIDENTIAL



Mr P Polman



1st March 2010



Dear Paul,




Your reward package effective 1st January 2010



This is to confirm your reward package as from 1st January 2010.




Base Salary



Your 2010 salary will remain at the 2009 level of GBP 920,000.




Annual Bonus



Your 2009 maximum bonus continues to be 200% of your base salary.



As a member of the Executive Team, you will participate in the Group’s global annual bonus fund.
The business targets for 2010 for the fund are:




•    Underlying Volume Growth (weighted 40%)





•    Underlying Operating Margin (weighted 40%)



•    Average Trade Working Capital Improvement (weighted 20%)



Your personal bonus will be based both on the level of achievement of the Group’s business targets,
and your personal achievement against your ‘3+1’ goals. As discussed the “3+1’ goals must be
stretching, ambitious, and output oriented.



One-quarter of your annual bonus will continue to be paid in the form of Unilever shares
(1). The company will match these shares, and the matching shares will form part of your
long-term incentive program described below.



Appendix 1 shows details of the business targets agreed with the Remuneration Committee. I
understand that recently your “3+1” goals also have been set.






 




			
	(1)	 	If you are no longer an employee at the moment of Bonus payment the Bonus will be paid
wholly in cash.





Long-Term Stock Incentives




Global Share Incentive Plan (GSIP)



The face value of your stock incentive award for 2010 under the GSIP remains 190% of your salary.
The number of shares will be calculated using the share prices as of the 2010 grant date later in
March.



Actual vested awards of these performance shares will range between 0% and 200% of the granted
shares.



The performance measures for the Executive Team, as from 2010, are:




•    Underlying Sales Growth




•    Underlying Operating Margin





•
   Operating Cash Flow



•    Relative Total Shareholder Return




 









 




These performance measures are equally weighted, and USG and OM are mutually dependent whereby the
threshold levels of both need to be achieved before either vests.



Appendix 2 shows details of the targets for the 2010 award agreed with the Remuneration Committee.




Matching Shares



As mentioned, under your Annual Bonus, a part of your bonus is paid in the form of Unilever shares.
The company will match this investment with the same number of shares.



All these shares have to be held for a period of three years. Once the three-year period has
elapsed, full ownership of the shares will pass to you.




Personal Shareholding requirement



Your personal shareholding requirement has been increased to four times your Base Salary. You will
have a period of five years to attain this increased level.




Perquisites and benefits



Local practice will continue to apply to you for company car and other employee provisions.
However, as agreed, you have personal arrangements in place to cover your medical cost.
As an Executive Team member, 5% of your base salary may be spent each year on travelling expenses
for your partner when accompanying you on business travel.



You are also provided with an entertainment cost allowance of £1,000 gross a year. This is to
compensate for small, out of pocket costs.




Pension



You will continue to be a member of the Unilever’s International Pension Plan (IPP). Furthermore in
addition we will accrue on your behalf a supplemental 12% of salary, with investment returns
replicating those of the IPP. The latter value of the accumulated supplement will vest at age 60 or
later at actual retirement.



Your pensionable salary is your base salary only.



With kind regards,




	 	 	 	 	 
	/S/ Michael Treschow
 	 	 
	Michael Treschow 	 	 
	 


END




STRICTLY PRIVATE AND CONFIDENTIAL



Jean-Marc Huet



20 October 2009




REVISED LETTER — This letter supersedes our offer letter of 09 October 2009.



Dear Jean-Marc,






 









 





We are very pleased to offer you an appointment as Chief Financial Officer of Unilever.



You will be a member of the Unilever Executive Team (UEx), reporting to the Chief Executive
Officer, with election to our Board of Directors subject to our AGM.



Below I highlight the main components of the compensation package we are prepared to offer you
which is supported by our remuneration Committee.




Base Salary



The annual base salary is set at GBP 680,000 per annum.




Variable Pay/Bonus



Your annual target bonus is 100% of base salary. The maximum limit is 175% of base salary as
follows:





	 	•	 	A maximum of 140% of salary will be based on the achievement of Underlying Volume
Growth, Operating Margin and Working Capital targets (1), equally weighted.
	 
	 	•	 	A maximum of 35% of salary will be based upon achievement of your personal targets.




One-quarter of your annual bonus will be paid in the form of Unilever NCV and PLC shares. These are
matched with an equivalent number of matching shares forming part of your overall long-term
Incentive opportunity. The matching shares will vest after three years provided you remain an
employee of Unilever.



With regard to any forfeited annual bonus for 2009 from your current employer, Unilever will
compensate you up to our target award level of GBP 680,000, or 100% of your base pay. Payment will
be made in the normal course at the same time 2009 payments would otherwise have been made.






 




			
	(1)	 	measures applicable for 2009 bonus plan.





Global Share Incentive Plan



You will be awarded an annual share grant under the Leadership Performance Share Plan. The face
value of your award in 2010 will be 180% of base salary, or GBP 1,224,000, delivered half in
Unilever NV shares and half in Unilever PLC shares. Vesting of the shares can range from 0% to 200%
of the grant level, and is conditional on the achievement of three performance conditions(2) as
follows:





	 	•	 	The vesting of 40% of the shares in the award is based on Unilever’s relative TSR
performance against a comparator group consisting of 20 other FMCG companies over a three
year period. The vesting schedule under the TSR portion of the plan is as follows: 50% of
the target award will vest if Unilever is ranked 11th among the peer group of
companies, 100% if ranked 7th, and 200% if ranked 3rd or above —
straight line vesting will occur between these discreet points;
	 
	 	•	 	The vesting of a further 30% of the shares in the award is conditional on average
underlying sales growth performance over a three-year period; and
	 
	 	•	 	The vesting of the final 30% of shares in the award is conditional on cumulative
ungeared free cash flow performance which is the basic driver of the returns that Unilever
is able to generate for shareholders.





Please note that the Remuneration Committee is currently discussing changes to the performance
measures applicable to our variable pay programmes to ensure the measures used to continue to be
aligned with our business strategy. There is also the possibility of the introduction of
performance measures on the vesting of matching shares under the annual bonus deferral arrangement.





 









 






Personal Shareholding Requirement



In this role, you are required to demonstrate a significant personal shareholding commitment to
Unilever. Within five years of appointment, you will be expected to hold shares worth 300% of your
annual base salary. As a UEx member, it is Unilever policy that approval by the CEO is required
before the selling of any shares is transacted.




Perquisites and Benefits



Local UK practice will apply to you for company car and other employee provisions.



You are provided with a GBP 80,000 allowance p.a. for housing.



As a UEx member, 5% of your base salary may be spent each year on travelling expenses for your
partner when accompanying you on business travel.



You are entitled to an education subsidiary of £16,000 per child per calendar year in accordance
with our existing Company Policy.



The medical cover for you and your family will be via the Unilever BUPA International medical
arrangement for UEx members.




Pension



Our policy on all post-retirement benefits and in-service death and disability benefits is to
deliver benefits in accordance with the typical arrangements in place for all employees in their
“home” country. If this is not allowed, or not workable, due to legislative requirements,
equivalent benefits will be provided outside the home country arrangements. With specific regard to
your pension, it is likely that you will join our International Pension Plan which is a defined
contribution plan. Further details will be provided to you shortly.





	 	(2)	 	Measures applicable for 2009 share grants





Sign-On Award



A one-time sign-on award with a face value of GBP 2,600,000 made up of restricted shares will be
granted to you as soon as administratively possible upon joining Unilever. The sign-on award will
be made in restricted shares vesting over three years. Your rights to receive shares under this
award will vest in cumulative instalments of 1/3 of the total number of restricted shares on each
anniversary of the grant date over the next three years, provided that you remain an employee of
the company through each vesting date. The amount of shares awarded will be determined based on the
share price on the date of grant, expectant to be around 20 March 2010.




Relocation to the UK



Unilever will arrange and bear the cost of moving your household belongings to the UK, following
the “normal” Unilever relocation policy.




Housing Support in the US



Unilever will provide you with housing assistance concerning your home in the US that is consistent
with out North America policy. The assistance would cover closing costs as well as loss on sale
protection capped at 10% of the purchase price of your home.




Service Contract



Our Corporate Secretaries Department will send to you as soon as possible the formal service
contract between yourself and Unilever, for your signature and approval.





 









 





Please sign and return a copy of this offer letter at your earliest convenience.



Jean-Marc, we are looking forward to you joining our team, and helping us build upon the momentum
we have created.



With kind regards,




	 	 	 	 	 
	/S/ AJ Ogg
 	 	 
	Sandy Ogg 	 	 
	 


Please indicate your acceptance of our offer by signing below and returning one copy to me in the
enclosed addressed envelope.




JM Huet

Name




	 	 	 	 	 
	 	 	 
	/s/ JM Huet
 	 	 
	Signature 	 	 
	 



December 15th 2009

Date



Strictly Personal



Jean-Marc Huet



12 February 2010



Dear Jean-Marc,



Further to our letter of 20 October 2009, we write to confirm the following items we have
discussed:



Appointment date



We are pleased to confirm that your official start date with Unilever is 1st February
2010.



Variable Pay/Bonus



As mutually agreed, we will not approach the Remuneration Committee for the shareholder approval
required to set the maximum limit of your bonus opportunity at 175% at this time. Therefore, the
maximum limit of your bonus opportunity is limited to 150% until such time as we both agree the
timing is more appropriate to seek shareholder approval.



Medical Cover



We have added you to the Unilever International BUPA Plan membership effective from 1st
January 2010, as previously communicated. This will provide you with the standard medical cover.
Unilever is paying the premium for this cover. There is an option to purchase at your own cost the
additional cover for dentist and optical plans if you wish.



I trust we have covered most of the outstanding issues we discussed.



Let me know if you have any further questions.



Once again, my best wishes to you in your career with Unilever.



Your sincerely,




	 	 	 	 	 
	/S/ S. O. Ogg
 	 	 
	Sandy Ogg 	 	 
	Chief Human Resources Officer 	 	 
	 


END




 









 






STRICTLY PERSONAL AND CONFIDENTIAL



Mr J-M Huet



1st March 2010



Dear Jean-Marc,



I am very pleased to inform you of the details of the 2010 variable pay programmes.




Annual Bonus



Your target bonus is 75% of your base salary. As a member of the Executive Team, you will
participate in the Group’s global annual bonus fund.




The
business targets for 2010 for the fund are:


•    
Underlying Volume Growth (weighted 40%)


•    
Underlying Operating Margin (weighted 40%)


•     Average Trade Working Capital Improvement (weighted 20%)



Your personal bonus will be based both on the level of achievement of the Group’s business
targets, and your personal achievement against your ‘3+1’ goals. As discussed in the UEx, the
“3+1’ goals must be stretching, ambitious, and output oriented.



One-quarter of your annual bonus will continue to be paid in the form of Unilever shares (1). The
company will match these shares, and the matching shares will form part of your long-term
incentive program described below.



Appendix 1 shows details of the business targets agreed with the Remuneration Committee. We agreed
recently your “3+1” goals also.




Long-Term Incentives



GSIP



Under the GSIP, you are granted a target number of shares at the beginning of each year for the
upcoming 3 year performance period. Your grant value for 2010 will be 180% of your base salary. The
number of shares will be calculated using the share prices as of the 2010 grant date in March.



The performance measures for the Executive Team, as from 2010, are:




•    
Underlying Sales Growth


•    
Underlying Operating Margin

•    
Operating Cash Flow


•     Relative Total Shareholder Return




 









 




If you are no longer an employee at the moment of bonus payment the bonus will be paid wholly
in cash.... 2



These performance measures are equally weighted, and USG and OM are mutually dependent whereby
the threshold levels of both need to be achieved before either vests.



The number of shares eventually earned will range from 0% to 2000% of the par award, based on
actual performance, and the value of your vested award ultimately is dependent on share price and
level of goal achievement. Vesting and delivery of your GSIP shares will occur 3 years after the
grant date.



Appendix 2 show details of the targets for the 2010 award agreed with the Remuneration
Committee.




Matching Shares



As mentioned, under your Annual Bonus, a part of your bonus is paid in the form of Unilever
shares. The company will match this investment with the same number of shares.



All these shares have to be held for a period of three years. Once the three-year period has
elapsed, full ownership of the shares will pass to you.



With kind regards,




	 	 	 	 	 
	/S/ P. Polman
 	 	 
	Paul Polman 	 	 
	 


END




STRICLY PERSONAL AND CONFIDENTIAL



Jean-Marc Huet



20 May 2010



Dear Jean-Marc,



Further to my letter of 12 February 2010 and the letter of Paul Polman of March 2010, we write to
confirm the following items that we discussed:




Annual Variable Pay



As we mutually agreed the current maximum opportunity of your annual variable pay is limited to
150% (for reasons as described in my letter of 12 February 2010). Also we agreed that your 2010
target bonus will be 100% (and not 75%) of your base salary, the same as it is for the other UEx
members.



I trust we have covered this issue.



Let me know if you have any further questions.



Kind regards,





	 	 	 	 	 
	/S/
AJ Ogg
 	 	 
	Sandy Ogg