exv4w3





Exhibit 4.3







STRICTLY PERSONAL AND CONFIDENTIAL




Mr J Lawrence




23 March 2009




Dear Jim,




Your reward package effective 1st January 2009



This is to confirm your reward package as from 1st January 2009.




Base Salary



Your 2009 salary will remain at the 2008 level of USD 1,133,000.




Annual Bonus



Your 2009 maximum bonus continues to be 160% of your base salary.



A maximum of 130% of salary will be based on achievement of the business targets. Up to 30% of
your bonus will be based upon achievement of your personal (QoR) targets. The QoR will be composed
of 3 individual, measurable targets equally proportioned at a maximum of 10% of salary for each.



One-quarter of your annual bonus will 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 targets agreed with the Remuneration Committee.




Long-Term Stock Incentives



The face value of your stock incentive award for 2009 under the LPSP remains 335% of your salary.
The number of shares will be calculated using the share prices as of the 2009 grant date, 19 March
2009.



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




LPSP



Under the LPSP, participants are granted a target number of shares at the beginning of each year
for the upcoming 3 year performance period.



Portions of the award will vest based on Group USG and Cumulative Ungeared Free Cash Flow
performance against our target performance ranges, and a portion of the award will vest based on
Unilever’s relative TSR ranking versus a peer group with 20 other companies (the existing TSR
comparator group). The number of shares eventually earned will range from 0% to 200% of the par
award based on actual performance, with the economic value of awards ultimately dependent on share
price and level of goal achievement. Vesting and delivery of LPSP shares will occur 3 years after
the grant date.






 




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




 









 









The performance measurement weighting for UEx is 30% based on USG, 30% based on Cumulative Free
Cash Flow, and 40% based on relative TSR.



Appendix 2 show details of the targets for the 2009 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



The personal shareholding requirement amounts to at least one and a half times your Base Salary.




Perquisites and benefits



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



You and
your family are members of the Unilever – BUPA International medical plan.



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 are a member of the Unilever’s International Pension Plan (IPP)



Your pensionable salary is your base salary only.




With kind regards,




Paul Polman






 









 





STRICTLY PERSONAL AND CONFIDENTIAL




Mr P Polman




20 March 2009




Dear Paul,




Your reward package effective 1st January 2009



This is to confirm your reward package as from 1st January 2009.




Base Salary



Your 2009 salary will remain at the 2008 level of GBP 920,000.




Annual Bonus



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



A maximum 133.3% will be based on achievement of Unilever’s 2009 business results targets. Up to
66.7 of the bonus will be based upon achievement of your personal (QoR) targets.



One-quarter of your annual bonus will 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 targets agreed with the Remuneration Committee.




Long-Term Stock Incentives



The face value of your stock incentive award for 2009 under the LPSP remains 190% of your salary.
The number of shares will be calculated using the share prices as of the 2009 grant date, 19 March
2009.



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




LPSP



Under the LPSP, participants are granted a target number of shares at the beginning of each year
for the upcoming 3 year performance period.



Portions of the award will vest based on Group USG and Cumulative Ungeared Free Cash Flow
performance against our target performance ranges, and a portion of the award will vest based on
Unilever’s relative TSR ranking versus a peer group with 20 other companies (the existing TSR
comparator group). The number of shares eventually earned will range from 0% to 200% of the par
award based on actual performance, with the economic value of awards ultimately dependent on share
price and level of goal achievement. Vesting and delivery of LPSP shares will occur 3 years after
the grant date.



The performance measurement weighting for UEx is 30% based on USG, 30% based on Cumulative Free
Cash Flow, and 40% based on relative TSR.



Appendix 2 show details of the targets for the 2009 award agreed with the Remuneration Committee.





 




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



 









 








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



You are required to build and maintain a personal shareholding in Unilever of at least one and a
half times your Base Salary within 5 years of start of service.




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 be a member of the Unilever’s International Pension Plan (IPP). Furthermore 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,




Michael Treschow