COLGATE-PALMOLIVE COMPANY

2013 INCENTIVE COMPENSATION PLAN


SECTION 1. PURPOSE;
DEFINITIONS


The purpose of this Plan is to promote the
interests of the Company and its stockholders by attracting, retaining and
motivating exceptional directors, officers and employees (including prospective
officers and employees) of the Company and its Affiliates and enabling such
individuals to participate in the long-term growth and financial success of the
Company. Certain terms used herein have definitions given to them in the first
place in which they are used. In addition, for purposes of this Plan, the
following terms are defined as set forth below:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 “Affiliate” means a corporation or
 other entity (i) controlled by, controlling or under common control with, the
 Company (including, without limitation, a corporation or other entity in
 which the Company has a 50% or more ownership interest) or (ii) designated by
 the Committee from time to time as such for purposes of the Plan.

 
	
  

 	
 (b)

 	
 “Applicable Exchange” means the NYSE
 or such other securities exchange as may at the applicable time be the
 principal market for the Common Stock.

 
	
  

 	
 (c)

 	
 “Award” means an Option, Stock
 Appreciation Right, Restricted Stock, Restricted Stock Unit, other
 stock-based award, Cash-Based Award or Deferred Share granted pursuant to the
 terms of this Plan.

 
	
  

 	
 (d)

 	
 “Award Agreement” means a written or
 electronic document or agreement setting forth the terms and conditions of a
 specific Award.

 
	
  

 	
 (e)

 	
 “Board” means the Board of Directors
 of the Company.

 
	
  

 	
 (f)

 	
 “Business Combination” has the
 meaning set forth in Section 11(e)(iii). 

 
	
  

 	
 (g)

 	
 “Cash-Based Award” means an Award
denominated in a dollar amount. 

 
	
  

 	
 (h)

 	
 “Cash Election” has the meaning set forth
in Section 10(d). 

 
	
  

 	
 (i)

 	
 “Cause” means, with respect to any
Participant, except as otherwise determined by the Committee, (i) “cause” as
defined in any Individual Agreement between the Company or any Affiliate and
the Participant that is in effect at the time of such Participant’s
Termination of Employment, or (ii) if there is no such Individual Agreement
or if such Individual Agreement does not define “cause,” (A) conviction of,
or plea of guilty or no contest by, the Participant for committing a felony
in the United States (a “U.S. Felony”) or for committing a crime comparable
to a U.S. Felony outside the United States, which, in each case, regardless
of where such crime occurs, has had or will have a detrimental effect on the
Company’s reputation, business or financial condition, (B) the Participant’s
willful engagement in any malfeasance, dishonesty, fraud or gross misconduct
that is intended to or does result in a material detrimental effect on the
Company’s reputation, business or financial condition, (C) a willful and
deliberate failure on the part of the Participant to perform his or her
employment duties in any material respect or (D) before a Change in Control,
such other events as shall be determined by the Committee. Before a Change in
Control, the Committee shall have the sole discretion to determine whether
“Cause” exists, and its determination shall be final. After a Change in
Control, any determination as to whether “Cause” exists shall be subject to
de novo review. 

 
	
  

 	
 (j)

 	
 “Change in Control” has the meaning
 set forth in Section 11(e).

 
	
  

 	
 (k)

 	
 “Code” means the Internal Revenue
 Code of 1986, as amended from time to time, and any successor thereto, the
 Treasury Regulations thereunder and other relevant interpretive guidance
 issued by the Internal Revenue Service or the Treasury Department. Reference
 to any specific section of the Code shall be deemed to include such
 regulations and guidance, as well as any successor provision of the Code. 

 
	
  

 	
 (l)

 	
 “Commission” means the Securities and
Exchange Commission or any successor agency. 

 
	
  

 	
 (m)

 	
 “Committee” has the meaning set
 forth in Section 2(a).

 
	
  

 	
 (n)

 	
 “Common Stock” means common stock,
 par value $1.00 per share, of the Company.

 
	
  

 	
 (o)

 	
 “Company” means Colgate-Palmolive
 Company, a Delaware corporation, or its successor.

 
	
  

 	
 (p)

 	
 “Corporate Transaction” has the meaning
 set forth in Section 3(d)(i).

 
	
  

 	
 (q)

 	
 “Default Election” has the meaning
 set forth in Section 10(c)(iv).

 
	
  

 	
 (r)

 	
 “Deferral Election” has the meaning
 set forth in Section 10(c)(i).

 
	
  

 	
 (s)

 	
 “Deferred Shares” has the meaning
 set forth in Section 10(c)(i).

 
	
  

 	
 (t)

 	
 “Delivery Elections” has the meaning
 set forth in Section 10(c)(i).

 


1










	
  

 	
  

 	
  

 
	
  

 	
 (u)

 	
 “Disability” means, in the case of
 any Participant who is not a Non-Employee Director, (i) “Disability” as
 defined in any Individual Agreement to which the Participant is a party, or
 (ii) if there is no such Individual Agreement or it does not define
 “Disability,” (A) permanent and total disability as determined under the
 Company’s long-term disability plan applicable to the Participant, or (B) if
 there is no such plan applicable to the Participant or the Committee
 determines otherwise in an applicable Award Agreement, “Disability” as
 determined by the Committee. Notwithstanding the above, with respect to all
 Awards, to the extent required by Section 409A of the Code, Disability shall
 mean “disability” within the meaning of Section 409A of the Code. In the case
 of any Participant who is a Non-Employee Director, “Disability” means
 physical or mental disability, whether total or partial, that prevents the Participant
 from performing his duties as a member of the Board for a period of six
 consecutive months.

 
	
  

 	
 (v)

 	
 “Disaffiliation” means an
 Affiliate’s ceasing to be an Affiliate for any reason (including, without
 limitation, as a result of a public offering, or a spinoff or sale by the
 Company, of the stock of the Affiliate or a sale of a division of the Company
 and its Affiliates).

 
	
  

 	
 (w)

 	
 “Dividend Equivalents” has the
 meaning set forth in Section 10(c)(iii). 

 
	
  

 	
 (x)

 	
 “Effective Date” has the meaning set forth
in Section 13(a). 

 
	
  

 	
 (y)

 	
 “Elections” has the meaning set
 forth in Section 10(c)(i).

 
	
  

 	
 (z)

 	
 “Eligible Individuals” means
 directors, officers and employees of the Company or any of its Affiliates,
 and prospective officers and employees who have accepted offers of employment
 or consultancy from the Company or its Affiliates.

 
	
  

 	
 (aa) 

 	
 “Exchange Act” means the Securities
 Exchange Act of 1934, as amended from time to time, and any successor
 thereto.

 
	
  

 	
 (bb) 

 	
 “Fair Market Value” means, unless
otherwise determined by the Committee, the closing price of a Share on the
Applicable Exchange on the date of measurement, or if Shares were not traded
on the Applicable Exchange on such measurement date, then on the next
preceding date on which Shares were traded. If the Common Stock is not listed
on a national securities exchange, Fair Market Value shall be determined by
the Committee in its good faith discretion; provided that such determination
shall be made in a manner consistent with any applicable requirements of
Section 409A of the Code. 

 
	
  

 	
 (cc) 

 	
 “Free-Standing SAR” has the meaning
 set forth in Section 5(b).

 
	
  

 	
 (dd) 

 	
 “Full-Value Award” means any Award
 other than a Cash-Based Award, Option or Stock Appreciation Right. 

 
	
  

 	
 (ee)

 	
  “Grant
 Date” means (i) the date on which the Committee by resolution selects an
 Eligible Individual to receive a grant of an Award and determines the number
 of Shares to be subject to such Award or the formula for earning a number of
 shares or cash amount, or (ii) such later date as the Committee shall provide
 in such resolution.

 
	
  

 	
 (ff)

 	
 “Incentive Stock Option” means any
 Option that is designated in the applicable Award Agreement as an “incentive
 stock option” within the meaning of Section 422 of the Code, and that in fact
 so qualifies.

 
	
  

 	
 (gg)

 	
 “Incumbent Board” has the meaning
 set forth in Section 11(e)(ii).

 
	
  

 	
 (hh) 

 	
 “Individual Agreement” means an
 employment, consulting or similar agreement between a Participant and the
 Company or one of its Affiliates.

 
	
  

 	
 (ii)

 	
 “Lump Sum Delivery Election” has the
 meaning set forth in Section 10(c)(i).

 
	
  

 	
 (jj)

 	
 “Non-Employee Director” means any
 individual who is a member of the Board as of March 7, 2013, or becomes a
 member of the Board thereafter during the term of the Plan and in each case
 during such period as he or she is not an employee of the Company or any of
 its Affiliates.

 
	
  

 	
 (kk) 

 	
 “Nonqualified Option” means any
 Option that is not an Incentive Stock Option.

 
	
  

 	
 (ll)

 	
 “NYSE” means the New York Stock Exchange. 

 
	
  

 	
 (mm) 

 	
 “Option” means an Award described
 under Section 5(a).

 
	
  

 	
 (nn)

 	
 “Outside Directors” has the meaning
 set forth in Section 12(a).

 
	
  

 	
 (oo) 

 	
 “Outstanding Company Common Stock”
has the meaning set forth in Section 11(e)(i). 

 
	
  

 	
 (pp) 

 	
 “Outstanding Company
Voting Securities” has the meaning set forth in Section 11(e)(i). 

 
	
  

 	
 (qq) 

 	
 “Participant”
means an Eligible Individual to whom an Award is or has been granted.  

 


2











	
  

 	
  

 	
  

 
	
  

 	
 (rr)

 	
 “Performance Goals” means the
 performance goals established by the Committee in connection with the grant
 of an Award. In the case of Qualified Performance-Based Awards that are
 intended to qualify under Section 162(m)(4)(C) of the Code, such goals shall
 be based on the attainment of one or any combination of the following:
 specified levels of sales, net sales, revenue, revenue growth or product revenue
 growth, operating income (before or after taxes), non-variable expenses,
 pre-tax profit, net profit after tax, operating profit, cash generation, unit
 volume, change in working capital, return on invested capital, return on
 capital employed, pre- or after-tax income (before or after allocation of
 corporate overhead or bonuses), net earnings, earnings per share, diluted
 earnings per share, consolidated earnings before or after taxes (including
 earnings before some or all of the following: interest, taxes, depreciation
 and amortization), net income, gross profit, gross margin, organic sales
 growth, selling price increases, operating contribution, year-end cash, debt
 reductions, book value per share, return on equity, return on sales, expense
 management, return on investment, improvements in capital structure,
 profitability of an identifiable business unit or product, maintenance or
 improvements of profit margins, market share, costs, cash flow, working
 capital, return on assets or net assets, asset turnover, inventory turnover,
 economic value added (economic profit) or equivalent metrics, reductions in
 costs, regulatory achievements, implementation, completion or attainment of
 measurable objectives with respect to research, compliance, diversity, sustainability,
 development, products or other projects (including restructuring programs),
 recruiting or maintaining personnel and total stockholder return, in each
 case, as measured with respect to the Company or any Affiliate, division or
 department of the Company, either in absolute terms or relative to the
 performance of one or more other companies or an index covering multiple
 companies.

 
	
  

 	
 (ss)

 	
 “Plan” means this Colgate-Palmolive
 Company 2013 Incentive Compensation Plan, as set forth herein and as
 hereafter amended from time to time.

 
	
  

 	
 (tt)

 	
 “Pro-Ration Fraction” has the
 meaning set forth in Section 10(a)(i).

 
	
  

 	
 (uu)

 	
 “Qualified Performance-Based Award”
 means an Award intended to qualify for the Section 162(m) Exemption, as
 provided in Section 12.

 
	
  

 	
 (vv)

 	
 “Qualified Termination of Employment”
 means, (i) with respect to any Participant other than a Non-Employee
 Director, a “Qualified Termination of Employment” as defined in the
 Colgate-Palmolive Company Executive Severance Plan, as amended and restated,
 as such plan may be amended from time to time, and any successor thereto, and
 (ii) with respect to any Non-Employee Director, any termination of service as
 a Non-Employee Director, other than a termination of service for Cause,
 during the two-year period following a Change in Control.

 
	
  

 	
 (ww)

 	
 “Replaced Award” has the meaning set
 forth in Section 11(b)(ii).

 
	
  

 	
 (xx)

 	
 “Replacement Award” has the meaning
 set forth in Section 11(b)(ii).

 
	
  

 	
 (yy)

 	
 “Restricted Stock” means Shares that
 are granted or delivered subject to restrictions in accordance with Section
 6.

 
	
  

 	
 (zz)

 	
 “Restricted Stock Units” means
 Awards granted as set forth in Section 7.

 
	
  

 	
 (aaa)

 	
 “Retirement” means, (i) in the case
 of any Participant who is not a Non-Employee Director, retirement (A) from
 active employment with the Company or any Affiliate pursuant to the early or
 normal retirement provisions of the applicable pension plan of such employer
 or (B) pursuant to the retirement scheme applicable under local law or the
 local policies and procedures of the Company or any Affiliate or (ii) in the
 case of a Participant who is a Non-Employee Director, retirement as a
 Non-Employee Director at or after age 65 with at least nine years of service
 as a member of the Board.

 
	
  

 	
 (bbb)

 	
 “Section 16(b)” has the meaning set
 forth in Section 12(d).

 
	
  

 	
 (ccc)

 	
 “Section 162(m) Exemption” means the
 exemption from the limitation on deductibility imposed by Section 162(m) of
 the Code that is set forth in Section 162(m)(4)(C) of the Code.

 
	
  

 	
 (ddd)

 	
 “Securities Act” has the meaning set
 forth in Section 10(b)(ii).

 
	
  

 	
 (eee)

 	
 “Separation from Service” has the
 meaning set forth in Section 1(mmm).

 
	
  

 	
 (fff)

 	
 “Share” means a share of Common
 Stock.

 
	
  

 	
 (ggg)

 	
 “Share Account” has the meaning set
 forth in Section 10(c)(iii).

 
	
  

 	
 (hhh)

 	
 “Share Change” has the meaning set
 forth in Section 3(d)(ii).

 
	
  

 	
 (iii)

 	
 “Specific Installment Election” has
 the meaning set forth in Section 10(c)(i).

 
	
  

 	
 (jjj)

 	
 “Stock Appreciation Right” has the
 meaning set forth in Section 5(b).

 
	
  

 	
 (kkk)

 	
 “Tandem SAR” has the meaning set
 forth in Section 5(b).

 


3










	
  

 	
  

 	
  

 
	
  

 	
 (lll)

 	
 “Term” means the maximum period
 during which an Option or Stock Appreciation Right may remain outstanding,
 subject to earlier termination upon Termination of Employment or otherwise,
 as specified in the applicable Award Agreement.

 
	
  

 	
 (mmm)

 	
 “Termination of Employment” means
the termination of the applicable Participant’s employment with, or
performance of services for, the Company and any of its Affiliates. Unless
otherwise determined by the Committee, if a Participant’s employment with, or
membership on a board of directors of, the Company and its Affiliates
terminates but such Participant continues to provide services to the Company
and its Affiliates in a Non-Employee Director capacity or as an employee, as
applicable, such change in status shall not be deemed a Termination of
Employment. A Participant employed by, or performing services for, an
Affiliate or a division of the Company and its Affiliates shall be deemed to
incur a Termination of Employment if, as a result of a Disaffiliation, such
Affiliate or division ceases to be an Affiliate or division, as the case may
be, and the Participant does not immediately thereafter become an employee of
(or service provider for), or member of the board of directors of, the
Company or another Affiliate. Temporary absences from employment because of
illness, vacation or leave of absence and transfers among the Company and its
Affiliates shall not be considered Terminations of Employment.
Notwithstanding the foregoing, with respect to any Award that constitutes
“nonqualified deferred compensation” within the meaning of Section 409A of
the Code, “Termination of Employment” shall mean a “separation from service”
as defined under Section 409A of the Code (a “Separation from Service”). 

 
	
  

 	
 (nnn)

 	
 “Unforeseeable Emergency” has the
 meaning set forth in Section 10(c)(vi).

 
	
  

 	
 (ooo)

 	
 “Window Period” means the period
 from the third to the twelfth business day following the date of the public
 announcement of the Company’s quarterly or annual earnings, as applicable, or
 such similar period during which the Company’s officers and directors are
 permitted to engage in transactions in the Company’s securities.

 



SECTION 2.
ADMINISTRATION


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Committee.
 The Plan shall be administered by the Personnel and Organization Committee of
 the Board or such other committee of the Board as the Board may from time to
 time designate (the “Committee”), which committee shall be composed of
 not less than two directors, and shall be appointed by and serve at the
 pleasure of the Board. The Committee shall, subject to Section 12, have
 plenary authority to grant Awards pursuant to the terms of the Plan to
 Eligible Individuals. Among other things, the Committee shall have the
 authority, subject to the terms of the Plan:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 to select the Eligible Individuals to whom
 Awards may from time to time be granted;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 to determine whether and to what extent
 Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
 other stock-based awards, Deferred Shares, Cash-Based Awards or any
 combination thereof, are to be granted hereunder;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
  

 	
 to determine the number of Shares to be
 covered by each Award granted hereunder or the amount of any Cash-Based
 Award;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
  

 	
 to determine the terms and conditions of
 each Award granted hereunder, based on such factors as the Committee shall
 determine;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
  

 	
 subject to Section 13, to modify, amend or
 adjust the terms and conditions of any Award, at any time or from time to
 time;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
  

 	
 to adopt, alter and repeal such
 administrative rules, guidelines and practices governing the Plan as it shall
 from time to time deem advisable;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
  

 	
 to accelerate the vesting or lapse of
 restrictions of any outstanding Award, based in each case on such considerations
 as the Committee in its sole discretion determines;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
  

 	
 to interpret the terms and provisions of
 the Plan and any Award issued under the Plan (and any agreement relating
 thereto);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
  

 	
 to establish any “blackout” period that the
 Committee in its sole discretion deems necessary or advisable;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
  

 	
 to determine whether, to what extent and
 under what circumstances cash, Shares and other property and other amounts
 payable with respect to an Award under this Plan shall be deferred either
 automatically or at the election of the Participant;

 


4










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (xi)

 	
 to decide all
 other matters that must be determined in connection with an Award; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xii)

 	
 to otherwise
 administer the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Procedures. (i) The Committee may act only by
 a majority of its members then in office, except that the Committee may,
 except to the extent prohibited by applicable law or the listing standards of
 the Applicable Exchange and subject to Section 12, allocate all or any
 portion of its responsibilities and powers to any one or more of its members
 and may delegate all or any portion of its responsibilities and powers to any
 person or persons selected by it. Any such allocation or delegation may be
 revoked by the Committee at any time.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Subject to Section
 12, any authority granted to the Committee may be exercised by the full
 Board. To the extent that any permitted action taken by the Board conflicts
 with action taken by the Committee, the Board action shall control.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Discretion of
 Committee. Subject to Section 1(i), any determination made by the Committee or
 by an appropriately delegated person pursuant to delegated authority under
 the provisions of the Plan with respect to any Award shall be made in the
 sole discretion of the Committee or such delegate at the time of the grant of
 the Award or, unless in contravention of any express term of the Plan, at any
 time thereafter. All decisions made by the Committee or any appropriately
 delegated person pursuant to the provisions of the Plan shall be final and
 binding on all persons, including the Company, Participants, and Eligible
 Individuals.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Terms and
Conditions of Awards; Award Agreements. The terms and conditions of each
Award, as determined by the Committee, shall be set forth in a written (or
electronic) Award Agreement, which shall be delivered to the Participant
receiving such Award upon, or as promptly as is reasonably practicable
following, the grant of such Award; provided, however, that the terms of a
Cash-Based Award may, but are not required to, be set forth in an Award
Agreement. The effectiveness of an Award shall not be subject to the Award
Agreement’s being signed (or electronically accepted) by the Company and/or
the Participant receiving the Award unless specifically so provided in the
Award Agreement. Award Agreements may be amended only in accordance with
Section 13.  

 



SECTION 3. COMMON STOCK SUBJECT TO PLAN


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Aggregate Plan
 Limits. The maximum number of Shares that may be delivered pursuant to
 Options or Stock Appreciation Rights under the Plan shall be 32,000,000.* The
 maximum number of Shares that may be delivered pursuant to Full Value Awards
 under the Plan shall be 7,000,000.* Shares subject to an Award under the Plan
 may be authorized and unissued Shares or may be treasury Shares. On and after
 the Effective Date, no new awards may be granted under the Company’s prior
 equity compensation plans, it being understood that (i) awards outstanding
 under any such plans as of the Effective Date shall remain in full force and
 effect under such plans according to their respective terms, and (ii)
 dividend equivalents may continue to be issued under the Company’s existing
 equity compensation plans in respect of awards granted under such plans which
 are outstanding as of the Effective Date.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Individual Plan
 Limits. During a calendar year, no single Participant may be granted:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Options or Stock
 Appreciation Rights covering in excess of 1,000,000 Shares in the aggregate;*
 or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Qualified
 Performance-Based Awards (other than Options or Stock Appreciation Rights)
 covering in excess of 200,000 Shares in the aggregate.*

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Rules for
 Calculating Shares Delivered. Shares issued upon settlement or exercise of an
 Award shall not be available for future grants under the Plan. To the extent
 that any Award is forfeited, terminates, expires or lapses without being
 exercised, or any Award is settled for cash, the Shares subject to such Award
 not delivered as a result thereof shall again be available for Awards under
 the Plan. If the exercise price of any Option and/or the tax withholding
 obligations relating to any Award are satisfied by delivering Shares (either
 actually or through attestation) or withholding Shares relating to such
 Award, the gross number of Shares subject to the Award shall nonetheless be
 deemed to have been delivered for purposes of Section 3(a).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Adjustment
 Provisions.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 In the event of a
 merger, consolidation, acquisition of property or shares, stock rights
 offering, liquidation, Disaffiliation (other than a spinoff), or similar
 event affecting the Company or any of its Affiliates (each, a

 






	
  

 	
  

 	
  

 
	 

 	
  

 
	
 *

 	
 These limits will
 be doubled to reflect the two-for-one stock split approved by the Board on
 March 7, 2013 when the split is effective on May 15, 2013.

 


5










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “Corporate
 Transaction”), the Committee or the Board may in its discretion make such
 substitutions or adjustments as it deems appropriate and equitable to (A) the
 aggregate number and kind of Shares or other securities reserved for issuance
 and delivery under the Plan, (B) the various maximum limitations set forth in
 Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to
 individuals of certain types of Awards, (C) the number and kind of Shares or
 other securities subject to outstanding Awards; and (D) the exercise price of
 outstanding Options and Stock Appreciation Rights.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 In the event of a
 stock dividend, stock split, reverse stock split, separation, spinoff,
 reorganization, extraordinary dividend of cash or other property, share
 combination, or recapitalization or similar event affecting the capital
 structure of the Company (each, a “Share Change”), the Committee or
 the Board shall make such substitutions or adjustments as it deems appropriate
 and equitable to (A) the aggregate number and kind of Shares or other
 securities reserved for issuance and delivery under the Plan, (B) the various
 maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of
 Awards and upon the grants to individuals of certain types of Awards, (C) the
 number and kind of Shares or other securities subject to outstanding Awards;
 and (D) the exercise price of outstanding Options and Stock Appreciation
 Rights.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 In the case of
 Corporate Transactions, the adjustments contemplated by clause (i) of this
 Section 3(d) may include, without limitation, (A) the cancellation of
 outstanding Awards in exchange for payments of cash, property or a
 combination thereof having an aggregate value equal to the value of such
 Awards, as determined by the Committee or the Board in its sole discretion
 (it being understood that in the case of a Corporate Transaction with respect
 to which holders of Common Stock receive consideration other than publicly
 traded equity securities of the ultimate surviving entity, any such
 determination by the Committee that the value of an Option or Stock
 Appreciation Right shall for this purpose be deemed to equal the excess, if
 any, of the value of the consideration being paid for each Share pursuant to
 such Corporate Transaction over the exercise price of such Option or Stock
 Appreciation Right shall conclusively be deemed valid); (B) the substitution
 of other property (including, without limitation, cash or other securities of
 the Company and securities of entities other than the Company) for the Shares
 subject to outstanding Awards; and (C) in connection with any Disaffiliation,
 arranging for the assumption of Awards, or replacement of Awards with new
 awards based on other property or other securities (including, without
 limitation, other securities of the Company and securities of entities other
 than the Company), by the affected Affiliate, or division or by the entity
 that controls such Affiliate, or division following such Disaffiliation (as
 well as any corresponding adjustments to Awards that remain based upon
 Company securities). The Committee may adjust the Performance Goals
 applicable to any Awards to reflect any Share Change and any Corporate
 Transaction and any unusual or non-recurring events and other extraordinary
 items, impact of charges for restructurings, discontinued operations, and the
 cumulative effects of accounting or tax changes, each as defined by generally
 accepted accounting principles or as identified in the Company’s financial
 statements, notes to the financial statements, management’s discussion and
 analysis or the Company’s other filings with the Commission; provided
 that in the case of Performance Goals applicable to any Qualified
 Performance-Based Awards, such adjustment does not violate Section 162(m) of
 the Code.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 Any adjustments
 made pursuant to this Section 3(d) to Awards that are considered “deferred
 compensation” within the meaning of Section 409A of the Code shall be made in
 compliance with the requirements of Section 409A of the Code. Any adjustments
 made pursuant to this Section 3(d) to Awards that are not considered
 “deferred compensation” subject to Section 409A of the Code shall be made in
 such a manner as to ensure that after such adjustment, the Awards either (A)
 continue not to be subject to Section 409A of the Code or (B) comply with the
 requirements of Section 409A of the Code.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 Any adjustment
 under this Section 3(d) need not be the same for all Participants.

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION
 4. ELIGIBILITY

 
	
  

 
	
 Awards may be
 granted under the Plan to Eligible Individuals.

 
	
  

 
	
 SECTION
 5. OPTIONS AND STOCK APPRECIATION RIGHTS

 
	
  

 
	
  

 	
 (a)

 	
 Types of Options. All Options granted under the
 Plan shall be Nonqualified Options.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Types and Nature
 of Stock Appreciation Rights. Stock Appreciation Rights may be “Tandem SARs,”
 which are granted in conjunction with an Option, or “Free-Standing SARs,”
 which are not granted in conjunction with an Option. Upon the exercise of a
 Stock Appreciation Right, the Participant shall be entitled to receive an
 amount

 


6









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 in cash, Shares,
 or both, in value equal to the product of (i) the excess of the Fair Market
 Value of one Share over the exercise price of the applicable Stock
 Appreciation Right, multiplied by (ii) the number of Shares in respect
 of which the Stock Appreciation Right has been exercised. The applicable
 Award Agreement shall specify whether such payment is to be made in cash or
 Shares or both, or shall reserve to the Committee or the Participant the
 right to make that determination prior to or upon the exercise of the Stock
 Appreciation Right.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Tandem SARs. A Tandem SAR may be granted at
 the Grant Date of the related Option. A Tandem SAR shall be exercisable only
 at such time or times and to the extent that the related Option is
 exercisable in accordance with the provisions of this Section 5, and shall
 have the same exercise price as the related Option. A Tandem SAR shall
 terminate or be forfeited upon the exercise or forfeiture of the related
 Option, and the related Option shall terminate or be forfeited upon the
 exercise or forfeiture of the Tandem SAR.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Exercise Price. The exercise price per Share
 subject to an Option or Stock Appreciation Right shall be determined by the
 Committee and set forth in the applicable Award Agreement, and shall not be
 less than the Fair Market Value on the applicable Grant Date. In no event may
 any Option or Stock Appreciation Right granted under this Plan be amended,
 other than pursuant to Section 3(d), to decrease the exercise price thereof,
 be cancelled in exchange for cash or other Awards or in conjunction with the
 grant of any new Option or Stock Appreciation Right with a lower exercise
 price or otherwise be subject to any action that would be treated under the
 Applicable Exchange listing standards or for accounting purposes, as a
 “repricing” of such Option or Stock Appreciation Right, unless such
 amendment, cancellation, or action is approved by the Company’s stockholders.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Term. The Term of each Option and each
 Stock Appreciation Right shall be fixed by the Committee, but shall not
 exceed ten years from the Grant Date.

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Vesting and
 Exercisability. Except as otherwise provided herein, Options and
 Stock Appreciation Rights shall be exercisable at such time or times and
 subject to such terms and conditions as shall be determined by the Committee.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Method of
 Exercise. Subject to the provisions of this Section 5, vested Options and
 vested Stock Appreciation Rights may be exercised, in whole or in part, at
 any time during the applicable Term by giving written notice of exercise to
 the Company or through the procedures established with the Company’s
 appointed third-party Plan administrator. In the case of the exercise of an
 Option, such notice shall be accompanied by payment in full of the aggregate
 purchase price (which shall equal the product of such number of Shares
 covered by the exercise multiplied by the applicable per Share exercise
 price) and the payment or withholding of any federal, state, local or foreign
 taxes. Payment may be made by certified or bank check or wire transfer or, in
 the Committee’ discretion, (i) by exchanging Shares owned by the Participant
 (which are not the subject of any pledge or other security interest), (ii) to
 the extent permitted by applicable law and subject to such rules as may be
 established by the Committee or the third-party Plan administrator, through
 delivery of irrevocable instructions to a broker to sell the Shares otherwise
 deliverable upon the exercise of the Option and to deliver promptly to the
 Company the amount of sale proceeds necessary to pay the purchase price,
 (iii) by having the Company or the third-party Plan administrator withhold
 Shares from the Shares otherwise issuable pursuant to the exercise of the
 Option or (iv) by such other instrument or method as the Company may accept.

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 Delivery; Rights
 of Stockholders. No Shares shall be delivered pursuant to the
 exercise of an Option until the exercise price therefor has been fully paid
 and applicable taxes have been withheld. The applicable Participant shall
 have all of the rights of a stockholder of the Company holding the class or
 series of Common Stock that is subject to the Option or Stock Appreciation Right
 (including, if applicable, the right to vote the applicable Shares and the
 right to receive dividends), when the Participant has complied with the
 applicable requirements of Section 5(g), including payment of the applicable
 exercise price and satisfaction of applicable tax withholdings.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Terminations of
 Employment. Except as otherwise provided in Section 10(a)(iii) with respect to
 automatic grants to Non-Employee Directors and Section 11, the effect of a
 Participant’s Termination of Employment on any Option or Stock Appreciation
 Right then held by the Participant shall be set forth in the applicable Award
 Agreement or any other document approved by the Committee and applicable to
 such Option or Stock Appreciation Right. In no event shall an Option or Stock
 Appreciation Right be exercisable after the expiration of its term.

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 Nontransferability
 of Options and Stock Appreciation Rights. No Option or Stock Appreciation
 Right shall be transferable by a Participant other than, for no value or consideration,
 (i) by will or by the laws of descent and distribution, or (ii) in the case
 of an Option or Stock Appreciation Right, pursuant to the equivalent of a
 qualified

 


7










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 domestic relations order or as otherwise
 expressly permitted by the Committee. A Tandem SAR shall be transferable only
 with the related Option as permitted by the preceding sentence. Any Option or
 Stock Appreciation Right shall be exercisable, subject to the terms of this
 Plan, only by the applicable Participant, the guardian or legal
 representative of such Participant, or any person to whom such Option or
 Stock Appreciation Right is permissibly transferred pursuant to this Section
 5(j), it being understood that the term “Participant” includes such guardian,
 legal representative and other transferee; provided, however,
 that the term “Termination of Employment” shall continue to refer to the
 Termination of Employment of the original Participant.

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 Dividends and Dividend Equivalents.
 Dividends (whether paid in cash or Shares) and dividend equivalents may not
 be paid or accrued on Options or Stock Appreciation Rights; provided
 that Options and Stock Appreciation Rights may be adjusted under certain
 circumstances in accordance with the terms of Section 3(d). 

 



SECTION 6. RESTRICTED
STOCK


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Nature of Awards.
 Shares of Restricted Stock are actual Shares issued to a Participant, which
 Shares are subject to forfeiture or restrictions on transfer. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Award of Restricted Stock.
 An Award of Restricted Stock may be made at such time or times determined by
 the Committee to any person who is an Eligible Individual. Awards of
 Restricted Stock that are Qualified Performance-Based Awards shall be subject
 to the provisions of Section 12. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Book-Entry Registration or Certificated
 Shares. Restricted Stock shall be
 evidenced in such manner as the Committee may deem appropriate, including
 book-entry registration or issuance of one or more stock certificates. Any
 certificate issued in respect of Shares of Restricted Stock shall be
 registered in the name of the applicable Participant and shall bear an
 appropriate legend referring to the terms, conditions, and restrictions
 applicable to such Award, substantially in the following form: 

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 The transferability of this certificate and
 the shares of stock represented hereby are subject to the terms and
 conditions (including forfeiture) of the Colgate-Palmolive Company 2013
 Incentive Compensation Plan and an Award Agreement. Copies of such Plan and
 Agreement are on file at the offices of Colgate-Palmolive Company.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Committee may require that the
 certificates evidencing such shares be held in custody by the Company until
 the restrictions thereon shall have lapsed and that, as a condition of any
 Award of Restricted Stock, the applicable Participant shall have delivered a
 stock power, endorsed in blank, relating to the Common Stock covered by such
 Award.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Terminations of Employment.
 Except as otherwise provided in Section 11, the effect of a Participant’s
 Termination of Employment on any Award of Restricted Stock then held by the
 Participant shall be set forth in the applicable Award Agreement or any other
 document approved by the Committee and applicable to such Restricted Stock. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Rights of a Stockholder.
 Except as otherwise provided in this Section 6(e) or in the applicable Award
 Agreement, the applicable Participant shall have, with respect to the Shares
 of Restricted Stock, all of the rights of a stockholder of the Company
 holding Common Stock, including, if applicable, the right to vote the Shares
 and the right to receive any dividends. Unless otherwise determined by the
 Committee and subject to Section 15(e), (i) cash dividends on the Shares that
 are the subject of the Restricted Stock Award shall be automatically
 reinvested in additional Restricted Stock, held subject to the vesting of the
 underlying Restricted Stock, and (ii) dividends payable in Common Stock shall
 be paid in the form of additional Restricted Stock, held subject to the
 vesting of the underlying Restricted Stock. Notwithstanding the immediately
 preceding sentence, if an adjustment to a Restricted Stock Award is made
 pursuant to Section 3(d) as a result of any dividend or distribution, no
 increase to such Award (by means of reinvestment in, or issuance of,
 additional Restricted Stock) shall be made under this Section 6(e) as a
 result of the same dividend or distribution. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Delivery of Unlegended Certificates.
 If and when any applicable restriction period expires without a prior
 forfeiture of the Shares of Restricted Stock for which legended certificates
 have been issued, unlegended certificates for such Shares shall be delivered
 to the Participant upon surrender of the legended certificates. 

 


8










SECTION 7. RESTRICTED
STOCK UNITS


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Nature of Awards.
 Restricted Stock Units are Awards denominated in Shares that will be settled,
 subject to the terms and conditions of the Restricted Stock Units, in an
 amount in cash, Shares, or both, based on the Fair Market Value of a
 specified number of Shares. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Award of Restricted Stock Units.
 An Award of Restricted Stock Units may be made at such time or times
 determined by the Committee to any person who is an Eligible Individual.
 Awards of Restricted Stock Units that are Qualified Performance-Based Awards
 shall be subject to the provisions of Section 12. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Terminations of Employment.
 Except as otherwise provided in Section 11, the effect of a Participant’s
 Termination of Employment on any Award of Restricted Stock Units then held by
 the Participant shall be set forth in the applicable Award Agreement or any
 other document approved by the Committee and applicable to such Restricted
 Stock Units. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Rights of a Stockholder.
 A Participant to whom Restricted Stock Units are awarded shall have no rights
 as a stockholder with respect to the Shares represented by the Restricted
 Stock Units unless and until Shares are actually delivered to the participant
 in settlement thereof. Unless otherwise determined by the Committee and
 subject to Section 15(e), an Award of Restricted Stock Units shall be
 adjusted to reflect deemed reinvestment in additional Restricted Stock Units
 of the dividends that would be paid and distributions that would be made with
 respect to the Award of Restricted Stock Units if it consisted of actual
 Shares. Notwithstanding the immediately preceding sentence, if an adjustment
 to an Award of Restricted Stock Units is made pursuant to Section 3(d) as a
 result of any dividend or distribution, no increase to such Award (by means
 of deemed reinvestment in additional Restricted Stock Units) shall be made
 under this Section 7(d) as a result of the same dividend or distribution. 

 



SECTION 8. OTHER
STOCK-BASED AWARDS


Other Awards of Common Stock and other Awards
that are valued in whole or in part by reference to, or are otherwise based
upon or settled in, Common Stock, including (without limitation), unrestricted
stock, performance units, dividend equivalents, and convertible debentures, may
be granted under the Plan.


SECTION 9. CASH-BASED
AWARDS


Cash-Based Awards may be granted under this
Plan. Cash-Based Awards that are Qualified Performance-Based Awards shall be
subject to the provisions of Section 12. In addition, no Eligible Individual
may be granted Cash-Based Awards that are Qualified Performance-Based Awards
that have an aggregate maximum payment value in any calendar year in excess of
$15,000,000. Cash-Based Awards may be paid in cash, Shares or other Full-Value
Awards (valued as of the date such Shares or other Full-Value Awards are
granted based on the Fair Market Value on such date) as determined by the
Committee.


SECTION 10.
ADDITIONAL PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Annual Option Grant.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Each Non-Employee Director shall, during
such director’s term, on the first business day following the date of the
Company’s annual meeting of stockholders or, if such date does not fall
within a Window Period, the first day of the first Window Period to occur
after the Company’s annual meeting of stockholders, automatically be granted
an Option to purchase a number of Shares, rounded down to the nearest whole
Share, having a value equal to $45,000 on the date of grant and having a per
Share exercise price equal to the Fair Market Value on the date of grant.
Notwithstanding the immediately preceding sentence, if an individual becomes
a Non-Employee Director during a calendar year, he or she shall be granted
for that year an Option to purchase a number of Shares, rounded down to the
nearest whole Share, having a value equal to the product of (A) $45,000 and
(B) the fraction obtained by dividing (1) the number of calendar months during
such calendar year that such person will serve as a Non-Employee Director
(counting any partial month as a full month) by (2) twelve (such fraction,
the “Pro-Ration Fraction”) and having a per Share exercise price equal to the
Fair Market Value on the date of grant. Any Option granted pursuant to the
immediately preceding sentence shall be granted on the first business day
following the date of the Company’s annual meeting of stockholders or, if
such date does not fall within a Window Period, the first day of the first
Window Period to occur after the Company’s annual meeting of stockholders;
provided that, if such individual is not a Non-Employee Director on the first
business day following the date of the Company’s annual meeting of
stockholders, such grant shall be made on the first day of the first Window  

 


9










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Period to occur after the date such
 individual becomes a Non-Employee Director. For purposes of this Section
 10(a)(i), the value of an Option shall be determined in accordance with the
 Black-Scholes or other pricing model used to determine stock option values in
 the Company’s most recent annual report on Form 10-K. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 In the event that the number of Shares
 available for future grant under the Plan is insufficient to make all
 automatic grants required to be made on a given date, then any grants to
 Non-Employee Directors entitled to a grant on such date shall be reduced on a
 pro-rata basis. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Options granted pursuant to this Section
 10(a) shall be subject to the following terms and conditions in addition to
 those set forth above: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 Option Term.
 The term of each Option shall be six years from the date the Option is
 granted, or such longer period of time (not to exceed ten years) as may be approved
 by the Committee prior to or on the date of grant, subject to earlier
 termination as provided herein.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 Exercisability.
 Options shall be exercisable as follows: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (1)

 	
 beginning on the first anniversary of the
 date of grant, for up to 1/3 of the Shares covered by the Option (rounded
 down to the nearest whole Share); 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (2)

 	
 beginning on the second anniversary of the
 date of grant, for up to 2/3 of the Shares covered by the Option (rounded
 down to the nearest whole Share); and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (3)

 	
 beginning on the third anniversary of the
 date of grant and thereafter until the expiration of the term of the Option,
 for up to 100% of the Shares covered by the Option. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Notwithstanding the foregoing, an Option
 held by a Non-Employee Director shall become immediately exercisable in full
 upon the death, Disability or Retirement of such Non-Employee Director.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 Termination by Reason of Death, Disability
 or Retirement. If a
 Non-Employee Director’s services as a member of the Board are terminated by
 reason of the death, Disability or Retirement of the Non- Employee Director,
 any Option held by such Non-Employee Director may thereafter be exercised for
 a period of three years from the date of such termination or until the
 expiration of the stated term of such Option, whichever period is the
 shorter. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (D)

 	
 Other Termination.
 If a Non-Employee Director’s services as a member of the Board are terminated
 for Cause, any Option held by such Participant shall thereupon terminate.
 Except as otherwise provided in Section 11, if a Non-Employee Director’s
 services as a member of the Board are terminated for any reason other than
 (1) for Cause or (2) due to the death, Disability or Retirement of the
 Non-Employee Director, any Option held by such Non-Employee Director shall
 thereupon terminate, except that such Option, to the extent then exercisable,
 may be exercised for the lesser of three months from the date of such
 termination or the balance of such Option’s term; provided, however,
 that if the Non-Employee Director dies within such three-month period, any
 unexercised Option held by such Non-Employee Director shall, notwithstanding
 the expiration of such three-month period, continue to be exercisable to the
 extent to which it was exercisable at the time of death for a period of three
 years from the date of such death or until the expiration of the stated term
 of such Option, whichever period is shorter. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Annual Share Grant.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Each Non-Employee Director shall, during
 such director’s term, on the first business day following the date of the
 Company’s annual meeting of stockholders or, if such date does not fall
 within a Window Period, the first day of the first Window Period to occur
 after the Company’s annual meeting of stockholders, automatically be granted
 a number of unrestricted Shares (rounded down to the nearest whole Share)
 equal to the quotient obtained by dividing (A) $180,000 by (B) the Fair
 Market Value on the date of grant. Notwithstanding the immediately preceding
 sentence, if an individual becomes a Non-Employee Director during a calendar
 year, he or she shall be granted for that year a number of unrestricted
 Shares (rounded down to the nearest whole Share) having a value equal to the
 quotient obtained by dividing (A) the product of (1) $180,000 and (2) the
 Pro-Ration Fraction by (B) the Fair Market Value on the date of grant. Any
 unrestricted Shares granted pursuant to the immediately preceding sentence
 shall be granted on the first business day following the date of the
 Company’s annual meeting of stockholders or, if such date does not fall
 within a Window Period, the first day of the first Window Period to occur
 after the Company’s annual

 


10










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 meeting of stockholders; provided
 that, if such individual is not a Non-Employee Director on the first business
 day following the date of the Company’s annual meeting of stockholders, such
 grant shall be made on the first day of the first Window Period to occur after
 the date such individual becomes a Non-Employee Director.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 In the event that the number of Shares
 available for future grant under the Plan is insufficient to make all
 automatic grants required to be made on a given date, then any grants to Non-Employee
 Directors entitled to a grant on such date shall be reduced on a pro-rata
 basis.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Election to Defer Shares.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Types of Elections.
 Each Non-Employee Director may make an election on an annual basis to defer a
 specified percentage of the Shares granted pursuant to Section 10(b) for a
 given calendar year (such election, a “Deferral Election,” and such
 deferred Shares, “Deferred Shares”). The Deferral Election may also
 specify that the Non-Employee Director elects to receive distribution of the
 Deferred Shares subject to such Deferral Election in accordance with Section
 10(c)(iv) in a lump sum (a “Lump Sum Delivery Election”), or in up to
 ten annual installments (a “Specific Installment Election”). (Lump Sum
 Delivery Elections and Specific Installment Elections are referred to
 together as “Delivery Elections.” Delivery Elections and Deferral
 Elections are referred to together as “Elections.”) Notwithstanding
 any other provision of this Plan, an individual who first becomes a Non-Employee
 Director during a particular calendar year shall not be entitled to make a
 Deferral Election with respect to the Shares he or she is granted for that
 calendar year. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Making, Revoking and Amending Elections.
 In order to make a Deferral Election pursuant to Section 10(c)(i), a
 Non-Employee Director must deliver to the Secretary of the Company a written
 notice of the Deferral Election setting forth the percentage of the annual
 grant contemplated by Section 10(b)(i) to be deferred (the number of Shares
 deferred will be rounded down to the nearest whole Share). The written notice
 of the Deferral Election, together with any Delivery Election, must be
 delivered no later than the December 31 prior to the commencement of the
 calendar year to which the Election relates and shall become irrevocable as
 of such December 31; provided, that a Deferral Election may be
 cancelled pursuant to Section 10(c)(vi). In addition, each Election made for
 a calendar year shall remain in effect and apply to Shares granted under this
 Plan for subsequent calendar years unless and to the extent that the
 Non-Employee Director making such Election revokes or amends the Election by
 filing a new Election on or before December 31 prior to commencement of the
 first calendar year to which such revocation or amendment applies. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Share Accounts.
 Deferred Shares shall be credited to a bookkeeping account for the relevant
 Non- Employee Director (a “Share Account”). As and when the Company
 declares and pays cash dividends (other than extraordinary cash dividends
 covered by Section 3(d)(ii)) with respect to the Common Stock, each Share
 Account shall be credited with a number (including fractions) of additional
 Deferred Shares (“Dividend Equivalents”) equal to (A) the amount of
 cash that would have been payable as a dividend with respect to the number of
 Deferred Shares credited to the Share Account as of the record date for such
 dividend, divided by (B) the Fair Market Value on the payment date for such
 dividend. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 Distribution of Deferred Shares.
 All distributions from a Share Account of Deferred Shares with respect to
 which no valid Delivery Election is in effect (a “Default Election”),
 together with any related Dividend Equivalents, shall be made to the Non-Employee
 Director in ten annual installments commencing as soon as practicable
 following his or her Separation from Service. Deferred Shares for which a
 valid Delivery Election is in effect, together with any related Dividend
 Equivalents, shall be made in a lump sum, or in the specified number of
 installments, as the case may be, commencing as soon as practicable following
 the Separation from Service of the Non-Employee Director. Distributions will
 be made in Shares unless otherwise determined by the Committee; provided
 that no such determination shall be made that would cause any transaction
 under the Plan to fail to be exempt under Section 16(b) of the Exchange Act
 or fail to qualify as a transaction exempt from registration under the
 Securities Act. If such Shares are to be distributed in installments, such
 installments shall be equal, provided, that if in order to equalize
 such installments, fractional Shares would have to be delivered, such
 installments shall be adjusted by rounding to the nearest whole Share. If any
 such Shares are to be delivered after the Non-Employee Director has died, all
 remaining undelivered Shares shall be delivered to the Non-Employee
 Director’s designated beneficiary or legal guardian, respectively, in a
 single lump sum within thirty days following such death. References to a
 Non-Employee Director in this Plan shall be deemed to refer to the
 Non-Employee Director’s designated beneficiary or legal guardian, where
 appropriate. In the case of a Lump Sum 

 


11









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Delivery Election, distribution of Deferred
 Shares governed by such election, together with any related Dividend
 Equivalents, shall be made as soon as reasonably practicable in the calendar
 year in which the Non-Employee Director’s Separation from Service occurs. In
 the case of a Specific Installment Election or a Default Election, the first
 installment of Deferred Shares governed by such election, together with any
 related Dividend Equivalents, shall be made as soon as reasonably practicable
 in the calendar year in which the non-Employee Director’s Separation from
 Service occurs and any successive annual installment payments shall be made
 as soon as reasonably practicable in each applicable successive calendar
 year. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 Six-Month Delay.
 Notwithstanding Section 10(c)(iv), if the Company determines that a
 Non-Employee Director is a “specified employee” subject to the special rule
 of Section 409A(2)(B)(i) of the Code, all distributions from his or her Share
 Account that would otherwise be made pursuant to Section 10(c)(iv) before the
 date which is six months after his or her Separation from Service shall
 instead be made in a single lump sum, on or as soon as practicable following
 the earlier of (A) the date which is six months after his or her Separation
 from Service and (B) the date of his or her death. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 Early Distribution In Case of Unforeseeable
 Emergency. A Non-Employee Director shall
 be entitled to early distribution of all or part of his or her Share Account
 in the event of an “Unforeseeable Emergency,” in accordance with this Section
 10(c)(vi). An “Unforeseeable Emergency” means a severe financial
 hardship to the Non-Employee Director resulting from an illness or accident
 of the Non-Employee Director, the Non- Employee Director’s spouse or a
 dependent (as defined in Section 152 of the Code without regard to Sections
 152(b)(1), (b)(2) and (d)(1)(B)) of the Non-Employee Director, loss of the
 Non-Employee Director’s property due to casualty, or other similar
 extraordinary and unforeseeable circumstances arising as a result of events
 beyond the control of the Non-Employee Director. The amounts distributed with
 respect to an Unforeseeable Emergency may not exceed the amounts necessary to
 satisfy such emergency plus amounts necessary to pay taxes reasonably
 anticipated as a result of the distribution, after taking into account the
 extent to which such hardship is or may be relieved through reimbursement
 or compensation by insurance or
 otherwise, by liquidation of the Non-Employee Director’s assets (to the extent liquidation of such assets would
 not itself cause severe financial hardship) or by cessation of deferrals under this Plan. Any Deferral
 Election in effect for a Non-Employee Director at the time he or she receives a distribution under this Section
 10(c)(vi) shall be cancelled and of no further effect as of the date of the distribution.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Election to Receive Cash.
 With respect to each annual grant contemplated by Section 10(b), a
 Non-Employee Director may make an annual irrevocable election to receive cash
 in lieu of up to 25% of the Shares granted under Section 10(b), and not
 deferred pursuant to Section 10(c) (with such number of Shares rounded down
 to the nearest whole Share) (the “Cash Election”), subject to and
 under the applicable rules and regulations promulgated from time to time by
 the Committee. In order to make a Cash Election pursuant to this Section
 10(d), a Non-Employee Director must deliver to the Secretary of the Company a
 written notice of the Cash Election setting forth the percentage of Shares to
 be distributed in the form of cash. The written notice of Cash Election must
 be delivered no later than December 31 prior to commencement of the calendar
 year to which the Cash Election relates. The amount of cash received pursuant
 to a Cash Election shall be equal to the product obtained by multiplying (i)
 the Fair Market Value on the applicable grant date with respect to the annual
 grant of unrestricted Shares by (ii) the number of Shares covered by the
 applicable Cash Election. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Miscellaneous.
 Except as set forth in this Section 10, the Non-Employee Directors shall not
 be granted any Options, Stock Appreciation Rights or Full-Value Awards under
 this Plan. 

 



SECTION 11. CHANGE IN
CONTROL PROVISIONS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 General.
 The provisions of this Section 11 shall, subject to Section 3(d), apply
 notwithstanding any other provision of this Plan to the contrary, except to
 the extent the Committee specifically provides otherwise in an Award
 Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Impact of Change in Control.
 Upon the occurrence of a Change in Control, unless otherwise provided in the
 applicable Award Agreement: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 All then-outstanding Full-Value Awards that
 were granted following satisfaction of a previously established performance
 goal (including, without limitation, Qualified Performance-Based Awards) that
 have not yet vested shall be considered earned in full and non-forfeitable
 and, except to the extent expressly provided in any deferral arrangement, (A)
 if such Award does not constitute “non-qualified deferred compensation” under
 Section 409A of the Code, shall be settled within five days following the
 Change in Control and (B) if such Award constitutes “nonqualified deferred
 compensation” under Section 409A of the Code, shall be settled pursuant to
 the settlement terms applicable to such Award, unless the Change in Control 

 


12










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 constitutes an event described in Section
 409(a)(2)(A)(v) of the Code, in which case the Award shall be settled within
 five days following the Change in Control;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 All then-outstanding Options and Stock
 Appreciation Rights shall become fully vested and exercisable, and all
 Full-Value Awards (other than Awards described in Section 11(b)(i) or (iii))
 shall vest in full, be free of restrictions, and be deemed to be earned in an
 amount equal to the full value of such Award, except in each case to the
 extent that another Award meeting the requirements of Section 11(c) (any
 award meeting the requirements of Section 11(c), a “Replacement Award”)
 is provided to the Participant pursuant to Section 3(d) to replace such Award
 (any award intended to be replaced by a Replacement Award, a “Replaced
 Award”). For any Full-Value Award that vests pursuant to this Section
 11(b)(ii), (A) if such Award does not constitute “non-qualified deferred
 compensation” under Section 409A of the Code, the Award shall be settled
 within five days following the Change in Control and (B) if such Award
 constitutes “nonqualified deferred compensation” under Section 409A of the
 Code, the Award shall be settled pursuant to the settlement terms applicable
 to such Award. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Any performance-based Award (other than an
 Award described in Section 11(b)(i)) that is not replaced by a Replacement
 Award shall be deemed to be earned in an amount equal to the full value of
 such performance-based Award (with all applicable Performance Goals deemed
 achieved at the greater of (A) the applicable target level and (B) the level
 of achievement of the Performance Goals for the Award as determined by the
 Committee not later than the date of the Change in Control, taking into
 account performance through the latest date preceding the Change in Control
 as to which performance can, as a practical matter, be determined (but not
 later than the end of the applicable Performance Period)). For any Full-Value
 Award that vests pursuant to this Section 11(b)(iii), (1) if such Award does
 not constitute “non-qualified deferred compensation” under Section 409A of
 the Code, the Award shall be settled within five days following the Change in
 Control and (2) if such Award constitutes “nonqualified deferred
 compensation” under Section 409A of the Code, the Award shall be settled
 pursuant to the settlement terms applicable to such Award. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 Notwithstanding anything to the contrary
 contained in this Plan or in any Award Agreement, upon a Change in Control,
 the Company may settle any Awards that constitute “non-qualified deferred
 compensation” under Section 409A of the Code to the extent the settlement is
 effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Replacement Awards.
 An Award shall meet the conditions of this Section 11(c) (and hence qualify
 as a Replacement Award): (i) if it is of the same type as the Replaced Award;
 (ii) if it has a value equal to the value of the Replaced Award as of the
 date of the Change in Control, as determined by the Committee in its sole
 discretion consistent with Section 3(d); (iii) if the underlying Replaced
 Award was an equity-based Award, it relates to publicly traded equity
 securities of the Company or the entity surviving the Company (or such
 surviving entity’s parent) following the Change in Control; (iv) if it
 contains terms relating to vesting (including with respect to a Termination
 of Employment) that are substantially identical to those of the Replaced
 Award; and (v) if its other terms and conditions are not less favorable to
 the Participant than the terms and conditions of the Replaced Award
 (including the provisions that would apply in the event of a subsequent
 Change in Control) as of the date of the Change in Control. Without limiting
 the generality of the foregoing, a Replacement Award may take the form of a
 continuation of the applicable Replaced Award if the requirements of the
 preceding sentence are satisfied. If a Replacement Award is granted, the
 Replaced Award shall not vest upon the Change in Control. The determination
 whether the conditions of this Section 11(c) are satisfied shall be made by
 the Committee, as constituted immediately before the Change in Control, in
 its sole discretion. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Termination of Employment.
 Notwithstanding any other provision of this Plan to the contrary and unless
 otherwise determined by the Committee and set forth in the applicable Award
 Agreement, upon a Qualified Termination of Employment, (i) all Replacement
 Awards held by such Participant shall vest in full, be free of restrictions,
 and be deemed to be earned in full (with respect to Performance Goals, unless
 otherwise agreed in connection with the Change in Control, at the greater of
 (A) the applicable target level and (B) the level of achievement of the
 Performance Goals for the Award as determined by the Committee taking into
 account performance through the latest date preceding the Termination of
 Employment as to which performance can, as a practical matter, be determined
 (but not later than the end of the applicable Performance Period)), and (ii)
 any Option or Stock Appreciation Right held by the Participant as of the date
 of the Change in Control that remains
 outstanding as of the date of such Termination of Employment may thereafter
 be exercised until the earlier of (A)
 the three-year anniversary of the Termination of Employment and (B) the
 expiration of the stated full term of
 such Option or Stock Appreciation Right. For any Full-Value Award that vests
 pursuant to this Section 11(d), (x)
 if such Award does not constitute “non-qualified deferred compensation” under
 Section 409A of the Code, the Award
 shall be settled within five days following the termination of employment and
 (y) if such 

 


13










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Award constitutes
 “nonqualified deferred compensation” under Section 409A of the Code, the
 Award shall be settled pursuant to the settlement terms applicable to such
 Award.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Definition of
 Change in Control. Except as otherwise may be provided in an
 applicable Award Agreement, for purposes of the Plan, a “Change in Control”
 shall mean any of the following events: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 An acquisition by
 any individual, entity or group (within the meaning of Section 13(d)(3) or
 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership
 (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30%
 or more of either (A) the then-outstanding shares of common stock of the
 Company (the “Outstanding Company Common Stock”) or (B) the combined
 voting power of the then-outstanding voting securities of the Company
 entitled to vote generally in the election of directors (the “Outstanding
 Company Voting Securities”); excluding, however, the following: (1) any
 acquisition directly from the Company, other than an acquisition by virtue of
 the exercise of a conversion privilege unless the security being so converted
 itself was acquired directly from the Company, (2) any repurchase by the
 Company, (3) any acquisition by any employee benefit plan (or related trust)
 sponsored or maintained by the Company or any entity controlled by the
 Company, or (4) any acquisition pursuant to a transaction that complies with
 clauses (A), (B) and (C) of subsection (iii) of this Section 11(e); or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 A change in the
 composition of the Board such that the individuals who, as of the Effective
 Date of the Plan, constitute the Board (such Board shall be hereinafter
 referred to as the “Incumbent Board”) cease for any reason to
 constitute at least a majority of the Board; provided, however,
 that, for purposes of this Section 11(e)(ii), any individual who becomes a
 member of the Board subsequent to the Effective Date of the Plan, whose
 election, or nomination for election by the Company’s stockholders, was approved
 by a vote of at least a majority of those individuals who are members of the
 Board and who were also members of the Incumbent Board (or deemed to be such
 pursuant to this proviso) shall be considered as though such individual were
 a member of the Incumbent Board; provided, further, that any
 such individual whose initial assumption of office occurs as a result of
 either an actual or threatened election contest with respect to the election
 or removal of directors or other actual or threatened solicitation of proxies
 or consents by or on behalf of a Person other than the Board shall not be so
 considered as a member of the Incumbent Board; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 The consummation
 of a reorganization, merger or consolidation or sale or other disposition of
 all or substantially all of the assets of the Company (a “Business
 Combination”); excluding, however, such a Business Combination pursuant
 to which (A) all or substantially all of the individuals and entities who are
 the beneficial owners, respectively, of the Outstanding Company Common Stock
 and Outstanding Company Voting Securities immediately prior to such Business
 Combination will beneficially own, directly or indirectly, more than 50% of,
 respectively, the outstanding shares of common stock, and the combined voting
 power of the then-outstanding voting securities entitled to vote generally in
 the election of directors, as the case may be, of the corporation resulting
 from such Business Combination (including, without limitation, a corporation
 that as a result of such transaction owns the Company or all or substantially
 all of the Company’s assets either directly or through one or more
 subsidiaries) in substantially the same proportions as their ownership,
 immediately prior to such Business Combination, of the Outstanding Company
 Common Stock and Outstanding Company Voting Securities, as the case may be,
 (B) no Person (other than the Company, any employee benefit plan (or related
 trust) of the Company or such corporation resulting from such Business
 Combination) will beneficially own, directly or indirectly, 30% or more of,
 respectively, the outstanding shares of common stock of the corporation
 resulting from such Business Combination or the combined voting power of the
 outstanding voting securities of such corporation entitled to vote generally
 in the election of directors except to the extent that such ownership derives
 from ownership of a 30% or more interest in the Outstanding Company Common
 Stock and/or Outstanding Company Voting Security that existed prior to the
 Business Combination, and (C) individuals who were members of the Incumbent
 Board will constitute at least a majority of the members of the board of
 directors of the corporation resulting from such Business Combination; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 The approval by
 stockholders of a complete liquidation or dissolution of the Company.

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION
 12. QUALIFIED PERFORMANCE-BASED AWARDS; SECTION 16(b)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The provisions of
 this Plan are intended to ensure that all Options and Stock Appreciation
 Rights granted hereunder to any Participant who is or may be a “covered
 employee” (within the meaning of Section 162(m)(3) of the Code) in the tax
 year in which such Option or Stock Appreciation Right is expected to be
 deductible to the Company qualify for the Section 162(m) Exemption, and all
 such Awards shall therefore be considered Qualified Performance-Based Awards
 and this Plan shall be interpreted and operated consistent with that
 intention (including, without limitation, to require that all such Awards be
 granted by a committee composed

 


14










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 solely of members
 who satisfy the requirements for being “outside directors” for purposes of
 the Section 162(m) Exemption (“Outside Directors”)). When granting any
 Award other than an Option or Stock Appreciation Right, the Committee may
 designate such Award as a Qualified Performance-Based Award, based upon a
 determination that (i) the recipient is or may be a “covered employee”
 (within the meaning of Section 162(m)(3) of the Code) with respect to such
 Award, and (ii) the Committee wishes such Award to qualify for the Section
 162(m) Exemption, and the terms of any such Award (and of the grant thereof)
 shall be consistent with such designation (including, without limitation,
 that all such Awards be granted by a committee composed solely of Outside
 Directors).

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Each Qualified
 Performance-Based Award (other than an Option or Stock Appreciation Right)
 shall be earned, vested and/or payable (as applicable) upon the achievement
 of one or more Performance Goals, together with the satisfaction of any other
 conditions, such as continued employment, as the Committee may determine to
 be appropriate. Notwithstanding the immediately preceding sentence, (i) the
 Committee may provide, either in connection with the grant thereof or by
 amendment thereafter, that achievement of the Performance Goals referred to
 in the immediately preceding sentence will be waived upon the death or
 Disability of the grantee of such Award, and (ii) the provisions of Section
 11 shall apply notwithstanding this Section 12.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The full Board
 shall not be permitted to exercise authority granted to the Committee to the
 extent that the grant or exercise of such authority would cause an Award
 designated as a Qualified Performance-Based Award not to qualify for, or to
 cease to qualify for, the Section 162(m) Exemption.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 The provisions of
 this Plan are intended to ensure that no transaction under the Plan is
 subject to (and all such transactions will be exempt from) the short-swing
 recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”).
 Accordingly, the composition of the Committee shall be subject to such
 limitations as the Board deems appropriate to permit transactions pursuant to
 this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange
 Act) from Section 16(b), and no delegation of authority by the Committee
 shall be permitted if such delegation would cause any such transaction to be
 subject to (and not exempt from) Section 16(b).

 
	
  

 	
  

 	
  

 
	
 SECTION
 13. TERM, AMENDMENT AND TERMINATION

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Effectiveness. The Board approved this Plan on
March 7, 2013. The effective date (the “Effective Date”) of this Plan is the
date that the Plan is approved by the Company’s stockholders; provided,
however, that Section 3(d) shall be effective as of March 7, 2013 and shall
apply with respect to any Share Change or Corporate Transaction that occurs
on or after March 7, 2013.  

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Termination. The Plan will terminate on the
 tenth anniversary of the Effective Date. Awards outstanding as of such date
 shall not be affected or impaired by the termination of the Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Amendment of Plan. The Board may amend, alter, or
 discontinue the Plan, but no amendment, alteration or discontinuation shall
 be made which would materially impair the rights of the Participant with
 respect to a previously granted Award without such Participant’s consent,
 except such an amendment made to comply with applicable law (including
 without limitation Section 409A of the Code), stock exchange rules or
 accounting rules. In addition, no amendment shall be made without the
 approval of the Company’s stockholders to the extent such approval is
 required by applicable law or the listing standards of the Applicable
 Exchange.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Amendment of Awards. Subject to Section 5(d), the
 Committee may unilaterally amend the terms of any Award theretofore granted,
 but no such amendment shall, without the Participant’s consent, materially
 impair the rights of any Participant with respect to an Award, except such an
 amendment made to cause the Plan or Award to comply with applicable law,
 stock exchange rules or accounting rules.

 
	
  

 	
  

 	
  

 
	
 SECTION
 14. UNFUNDED STATUS OF PLAN

 
	
  

 	
  

 	
  

 
	
 It is intended
that the Plan constitute an “unfunded” plan. Solely to the extent permitted
under Section 409A, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan to deliver
Common Stock or make payments; provided, however, that the existence of such
trusts or other arrangements is consistent with the “unfunded” status of the
Plan.  

 
	
  

 	
  

 	
  

 
	
 SECTION
 15. GENERAL PROVISIONS

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Conditions for
 Issuance. The Committee may require each person purchasing or receiving Shares
 pursuant to an Award to represent to and agree with the Company in writing
 (or by electronic means) that such person is acquiring the Shares without a
 view to the distribution thereof. The certificates for such Shares may
 include any legend which the Committee deems appropriate to reflect any
 restrictions on transfer, or, in the case of Shares held in book entry, any
 notation which the Committee deems appropriate to reflect any restrictions on
 transfer). Notwithstanding any other provision of the Plan or agreements made
 pursuant thereto, the Company shall not

 


15









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 be required to
 issue or deliver any certificate or certificates for Shares under the Plan or
 deliver any Shares under the Plan in book entry prior to fulfillment of all
 of the following conditions: (i) listing or approval for listing upon notice
 of issuance, of such Shares on the Applicable Exchange; (ii) any registration
 or other qualification of such Shares under any state or federal law or
 regulation, or the maintaining in effect of any such registration or other
 qualification which the Committee shall, in its absolute discretion upon the
 advice of counsel, deem necessary or advisable; and (iii) obtaining any other
 consent, approval, or permit from any state or federal governmental agency
 which the Committee shall, in its absolute discretion after receiving the
 advice of counsel, determine to be necessary or advisable.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Additional
 Compensation Arrangements. Nothing contained in the Plan shall prevent the
 Company or any Affiliate from adopting other or additional compensation arrangements
 for its employees. Except as provided in any Individual Agreement or the
 Colgate-Palmolive Company Executive Severance Plan (or any successor
 thereto), Awards are not part of normal or expected salary or compensation
 for purposes of calculating any severance, resignation, redundancy, end of
 service payments, bonuses, long-service awards, pension or retirement
 benefits, voluntary retirement allowance or similar payments.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 No Contract of
 Employment. The Plan shall not constitute a contract of employment, and adoption
 of the Plan shall not confer upon any employee any right to continued
 employment, nor shall it interfere in any way with the right of the Company
 or any Affiliate to terminate the employment of any employee at any time.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Required Taxes. No later than the date as of
 which an amount first becomes includible in the gross income of a Participant
 for federal, state, local or foreign tax purposes with respect to any Award
 under the Plan, such Participant shall pay to the Company, or make
 arrangements satisfactory to the Company regarding the payment of, any
 federal, state, local or foreign taxes of any kind required by law to be
 withheld with respect to such amount. Unless otherwise determined by the
 Company, withholding obligations may be settled with Common Stock, including
 Common Stock that is part of the Award that gives rise to the withholding
 requirement, having a Fair Market Value on the date of withholding equal to
 the minimum amount required to be withheld for tax purposes, all in
 accordance with any such procedures as the Committee may establish. The
 obligations of the Company under the Plan shall be conditional on such
 payment or arrangements, and the Company and its Affiliates shall, to the
 extent permitted by law, have the right to deduct any such taxes from any
 payment otherwise due to such Participant. The Committee may establish such
 procedures as it deems appropriate, including making irrevocable elections,
 for the settlement of withholding obligations with Common Stock.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Limitation on
 Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in
 additional Restricted Stock at the time of any dividend payment, and the
 payment of Shares with respect to dividends to Participants holding Awards of
 Restricted Stock Units, shall only be permissible if sufficient Shares are
 available under Section 3 for such reinvestment or payment (taking into
 account then outstanding Awards). In the event that sufficient Shares are not
 available for such reinvestment or payment, such reinvestment or payment
 shall be made in the form of a grant of Restricted Stock Units equal in
 number to the Shares that would have been obtained by such payment or
 reinvestment, the terms of which Restricted Stock Units shall provide for
 settlement in cash and for dividend equivalent reinvestment in further
 Restricted Stock Units on the terms contemplated by this Section 15(e). In no
 event may any dividends or dividend equivalents with respect to any
 performance-based Awards be paid until vesting (if any) of such Awards, it
 being understood that dividends or dividend equivalents may be credited with
 respect to such performance-based Awards, with payment subject to the actual
 vesting (if any) of such Awards.

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Designation of Death
 Beneficiary. The Committee may establish such procedures as it deems appropriate
 for a Participant to designate a beneficiary to whom any amounts payable in
 the event of such Participant’s death are to be paid or by whom any rights of
 such eligible Individual, after such Participant’s death, may be exercised.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Affiliate
 Employees. In the case of a grant of an Award to any employee of an Affiliate,
 the Company may, if the Committee so directs, issue or transfer the Shares,
 if any, covered by the Award to the Affiliate, for such lawful consideration
 as the Committee may specify, upon the condition or understanding that the
 Affiliate will transfer the Shares to the employee in accordance with the
 terms of the Award specified by the Committee pursuant to the provisions of
 the Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 Governing Law and
 Interpretation. The Plan and all Awards made and actions taken
 thereunder shall be governed by and construed in accordance with the laws of
 the State of Delaware, without reference to principles of conflict of laws.
 The captions of this Plan are not part of the provisions hereof and shall
 have no force or effect.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Nontransferability. Except as otherwise provided in
 Section 5(j) or as determined by the Committee, Awards under the Plan are not
 transferable except by will or by laws of descent and distribution.

 


16










	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 Foreign Employees
and Foreign Law Considerations. The Committee may grant Awards to Eligible
Individuals who are foreign nationals, who are located outside the United
States or who are not compensated from a payroll maintained in the United
States, or who are otherwise subject to (or could cause the Company to be
subject to) legal or regulatory provisions of countries or jurisdictions
outside the United States, on such terms and conditions different from those
specified in the Plan as may, in the judgment of the Committee, be necessary
or desirable to foster and promote achievement of the purposes of the Plan,
and, in furtherance of such purposes, the Committee may make such
modifications, amendments, procedures, or subplans as may be necessary or
advisable to comply with such legal or regulatory provisions. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 Section 409A of
the Code. The Plan is intended to comply with the requirements of Section
409A of the Code or an exemption or exclusion therefrom and, with respect to
amounts that are subject to Section 409A of the Code, it is intended that
this Plan be administered in all respects in accordance with Section 409A of
the Code. Each payment under any Award that constitutes non-qualified
deferred compensation subject to Section 409A of the Code shall be treated as
a separate payment for purposes of Section 409A of the Code. In no event may
a Participant, directly or indirectly, designate the calendar year of any
payment to be made under any Award that constitutes non-qualified deferred
compensation subject to Section 409A of the Code. Notwithstanding any other
provision of this Plan or any Award Agreement to the contrary, in the event
that a Participant is a “specified employee” within the meaning of Section
409A of the Code (as determined in accordance with the methodology
established by the Company), amounts that constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code that would
otherwise be payable during the six-month period immediately following a
Participant’s Separation from Service by reason of such Separation from
Service shall instead be paid or provided on the first business day following
the date that is six months following the Participant’s Separation from
Service. 

 


17