a47unilever2022pspawarda






PSP AWARD AGREEMENT  March 2022    Unilever Share Plan 2017 (the Plan)  Award Agreement  You have been granted an Award under the Plan by Unilever Plc (the Company). A summary of this  Award is set out below.   It is important that you accept your Award as soon as possible and by 11 June 2022. To accept  the terms of your Award please log into your EquatePlus account on the Computershare website  (EquatePlus Account) and accept the Award. If you do not do so within 3 months of the Award  Date, your Award may lapse.  Award Name PSP Award   Award Date 11 March 2022  Type of Award Conditional Award  Shares under Award Can be viewed in your EquatePlus Account (or as separately  communicated to you).  Performance Conditions This Award is subject to Performance Conditions measured over a  performance period (the Performance Period).   Performance Period Begins on 1 January 2022 and ends on 31 December 2024.  Vesting Date 13 February 2025  Release Date 11 March 2027    Further information about your Award and the Plan is provided in the PSP Employee Guide. Words and  phrases used in this agreement (the Agreement) have the meanings given in the Plan.   In accepting my Award, I agree to the following:  1. Vesting of Award    The Award will normally Vest on the Vesting Date as long as:    • any Performance Conditions have been measured and satisfied; and  • I remain employed by any Member of the Group.    Shares under the Award will be distributed to me as soon as reasonably practicable after Vesting.  The Award can Vest between 0%-200% of the number of Shares awarded to me based on the  achievement of the performance goals described in Schedule 1.    The Board has discretion to adjust the formulaic outcome of any Performance Condition to reflect  its assessment of the underlying long-term performance of the Company.    2. Leavers    If I leave employment before Vesting, except in certain good leaver circumstances, the Award will  lapse and I will have no entitlement to any benefits under the Plan or to any compensation in respect  of the lapse of the Award.         





 






PSP AWARD AGREEMENT  March 2022  3. Settlement    The Company may settle the Award by paying the cash equivalent of the value of the Award instead  of providing Shares.     4. Dividend Equivalents    The Award will carry a Dividend Equivalent right (explained in the PSP Employee Guide), payable  in cash or shares, when and to the extent the Award is settled.    5. Retention Periods    Upon Vesting I will need to hold any Shares that I become entitled to (after any sale to cover any  Tax Related Items) for an additional period to ensure there is a five year duration between the Award  Date and the first date on which the vested Shares can be sold (the Release Date). The Release  Date is the first date that I can sell the Shares. This Retention Period applies up until the Release  Date. However, if I leave the Group as an Executive Director the Retention Period will lapse 2 years  after I leave. Where relevant, any cash equivalent will be paid to me at the end of the Retention  Period.    6. Taxes    I will pay any income tax, social insurance or other tax-related or payroll deductions required by law  related to my participation in the Plan (Tax-Related Items), including any amount due in excess of  amounts withheld by my employer. The Company and/or, if different, my employer cannot  guarantee any particular tax treatment or influence the amount of any Tax-Related Items.    The Company and, if different, my employer, or their agents, may satisfy any withholding obligations  for Tax-Related Items by:     • withholding a number of Shares to be issued to me under the Plan, in which case, for tax  purposes, I will be deemed to have received all Shares to which I am entitled under the Plan;  • withholding from my salary or other cash remuneration;   • withholding from proceeds of the sale of Shares acquired by me under the Plan, including a  mandatory sale arranged by the Company; and/or   • any other method determined by the Company.    No Shares will be issued to me, or cash-equivalent paid to me until arrangements have been made  for the payment of any Tax-Related Items due by me. If I move to Euronet between the Award Date  and Vesting Date the payment of any Tax-Related Items will remain due by me. If I am paid through  Euronet on the Award Date, Shares will be awarded on a net basis and Vest on a net basis.  7. Malus and Clawback    The Award is subject to malus and clawback as follows:     Malus     If the Compensation Committee of the Board (the Committee) considers that there is:    • a significant downward restatement of the financial results of the Company;   • reasonable evidence of gross misconduct or gross negligence by me;   • reasonable evidence of material breach by me of the Company’s Code of Business Principles  or Code Policies;  • a breach of restrictive covenants by which I have agreed to be bound;  • reasonable evidence of conduct by me which results in significant losses or reputational  damage to the Company or the Group;   • misleading data and/or there is an error in the information, assumptions or calculations on the  basis of which the Award was granted or paid out or Vested; and/or  





 






PSP AWARD AGREEMENT  March 2022  • a significant deterioration in the financial health of the Group or any Member of the Group  resulting in severe financial constraints on the ability to fund Awards,    it may, in its discretion at any time prior to my Award Vesting or being paid, or the end of any  Retention Period, decide that some or all my Award (which is subject to this malus and clawback  provision) will be reduced, lapse or be subject to additional conditions, or the delivery of my Award  may be delayed.     Clawback    If the Committee considers that there is:    • a significant downward restatement of the financial results of the Company;   • misleading data and/or an error in the information, assumptions or calculations on the basis of  which the Award was granted or paid out or Vested; and/or  • a significant deterioration in the financial health of the Group or any Member of the Group  resulting in severe financial constraints,     it may, in its discretion, within 2 years of my Award Vesting or being paid, or the start of any  Retention Period:    • require me to repay to the Company (or as the Company directs) an amount equal to the after- tax value of some or all of any Award I was paid (as determined by the Committee); and/or  • require me to transfer to the Company (or as the Company directs) for nil consideration, some  or all of the after-tax number of Shares which have previously Vested, or pay to the Company  (or as the Company directs) an amount equal to the value of those Shares (as determined by  the Committee); and/or  • require the Company to withhold from, or offset against, any other remuneration to which I may  be or become entitled in connection with my employment, such an amount as the Committee  considers appropriate.     Where I am notified that I must transfer shares or pay an amount in accordance with this clawback  provision, any such shares or cash must be transferred or paid (as directed by the Company) within  30 days of the notification.     8. Plan Participation    Participation in the Plan is governed by the Plan rules. In addition:    • I confirm I have read and understand the Plan rules and the terms of this Agreement;  • I understand that the Company is not able to provide personal financial advice in relation to my  participation in the Plan and in deciding whether to participate in the Plan and accept the Award  I have not relied on any representation by the Company or any member of the Group or any  agent or presentative of the Company or member of the Group);  • the Plan and Awards under the Plan are offered by the Company on a discretionary basis and  I am participating in the Plan on a voluntary basis;  • the Company may decide to terminate, suspend or modify the terms of the Plan at any time  and my participation in the Plan and the receipt of an Award do not give me any contractual or  other right to continue to participate in the Plan or receive further Awards;  • the opportunity to participate in the Plan is offered to me outside of any employment contract I  may have with my employer and will not be interpreted to form an employment contract or  relationship with the Company;  • any Shares I may acquire or Awards I may receive under the Plan are not part of my normal or  expected remuneration for the purposes of calculating any severance, resignation, termination,  redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards,  pension or retirement or welfare benefits or similar payments;  • Plan documents may be sent by electronic delivery and participation in the Plan may be through  an on-line or electronic system established and maintained by the Company or any Plan  administrator;  





 






PSP AWARD AGREEMENT  March 2022  • there is a share price risk that Shares awarded to me under the Plan may fall in value, including  to nil; and  • if I forfeit the Award, I am not entitled to any compensation or damages and I will not bring a  claim for any loss in relation to the Award or my participation in the Plan.    9. International    The Award is subject to the terms and conditions for my country in the international appendix to the  PSP Employee Guide. Applicable laws are complex and subject to change at any time and I will  consult my own duly qualified personal tax, legal and financial advisors if needed.     10. Restrictive Covenants    I understand that it is a condition of my eligibility to receive an Award, or for any entitlements under  an Award to Vest, that I continue to comply with any restrictive covenants (including confidentiality,  non-competition and non-solicitation provisions) contained within:    • Schedule 2 of this Award Agreement;  • the PSP Employee Guide (specifically Section VI);  • my employment agreement;  • my Award Agreement;  • any termination arrangements; and  • any other written agreement with a member of the Group or relevant internal policy,    irrespective of the date on which any such Award is made. I agree that the Award may lapse,  or be clawed back, in whole or in part, if I do not do so. The PSP Employee Guide is  incorporated into this Agreement by reference, and I confirm that I have reviewed Section VI of  the PSP Employee Guide before accepting the Award.     11. Shareholding Policy     I understand that it is a condition of my Award that I will comply with the shareholding requirements,  including any post-employment shareholding requirements in the Unilever Personal Shareholding  Requirement Policy. I confirm that I have reviewed the Unilever Shareholding Policy before  accepting the Award.    12. Data Protection    In addition to the information on data privacy provided in my employment agreement, I have also  read and acknowledge the Unilever Share Plan Privacy Notice in relation to the holding and  processing of personal data (including sensitive personal data) provided by me to any Member of  the Group, trustee or third party service provider, for all purposes relating to the operation of the  Plan and for compliance with applicable procedures, laws and regulations.     13. Insider Trading Restrictions    I may be subject to insider trading restrictions and/or market abuse laws, which may affect my ability  to acquire or sell Shares or rights to Shares under the Plan when I am considered to have restricted  information regarding the Company (as defined under any applicable laws in my country). Any  restrictions under these laws or regulations are separate from and in addition to any restrictions that  may be imposed under the Share Dealing Manual or any applicable Company insider trading/share  dealing policy. It is my responsibility to comply with any applicable restrictions.    14. Imposition of Other Requirements    The Company may impose other requirements on my participation in the Plan or on any Shares  issued under the Plan, if the Company determines it is necessary or advisable for legal or  administrative reasons, and to require me to sign any additional agreements or documents that may  be necessary to accomplish this.    





 






PSP AWARD AGREEMENT  March 2022  15. Governance    My participation in the Plan, the provisions of this Agreement and the Award are governed by, and  subject to, English law and the English Courts have non-exclusive jurisdiction over any disputes  that may arise.    In the event of any inconsistency between the terms of this Agreement and the Plan, the terms of the  Plan will prevail. The provisions of this Agreement are severable and if any one or more provisions are  determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will  nevertheless be binding and enforceable.    IF YOU AGREE TO THE TERMS OF YOUR AWARD PLEASE FOLLOW THE DIRECTIONS IN  YOUR AWARD EMAIL TO ACCEPT YOUR AWARD IN YOUR EQUATEPLUS ACCOUNT AS  APPLICABLE. IF YOU DO NOT DO SO WITHIN 3 MONTHS OF THE AWARD DATE, YOUR  AWARD MAY LAPSE. 





 






PSP AWARD AGREEMENT  March 2022  SCHEDULE 1    PERFORMANCE CONDITIONS    All determinations with respect to Awards are made by the Committee.     The Performance Conditions are as follows:     • 25% of each Award is subject to the Group’s 3-year average Competitiveness (measured by  % Business Winning Market Share) over the PSP Performance Period, and will Vest at 0% if  threshold performance is achieved, up to 200% for outstanding performance, with Vesting  determined on a straight-line basis for performance between those points; and  • 25% of each Award is subject to the Group’s Cumulative Free Cashflow measure over the  PSP Performance Period, and will Vest at 0% if threshold performance is achieved, up to  200% for outstanding performance, with Vesting determined on a straight-line basis for  performance between those points; and  • 25% of each Award is subject to the Group’s exit year (2024) Return on Invested Capital  (“ROIC”) performance and will Vest at 0% if threshold performance is achieved, up to 200%  will outstanding performance, with Vesting determined on a straight-line basis for performance  between those points; and  • 25% of each Award is subject to the Group’s performance, over the PSP Performance Period,  on the Unilever Sustainability Progress Index (“SPI”), which is an assessment by the  Committee taking into account progress towards the targets in the USLP scorecard and will  Vest at 0% if threshold performance is achieved, up to 200% for outstanding performance,  with Vesting determined on a straight-line basis for performance between those points.     The Committee may change a Performance Condition in accordance with its terms if anything happens  which causes the Committee reasonably to consider it appropriate to do so.    The Board has discretion to adjust the formulaic outcome of any Performance Condition to reflect its  assessment of the underlying long-term performance of the Company.                                                     





 






PSP AWARD AGREEMENT  March 2022  SCHEDULE 2    EXECUTIVE DIRECTOR - RESTRICTIVE COVENANTS    1. RESTRICTIVE COVENANTS  1.1. I shall not, without the prior written consent of Unilever, be or become directly or indirectly  engaged or concerned or interested in any other business, trade, profession or occupation or  undertake any work for any other person, firm or company whether paid or unpaid during the  continuance of my employment. However, nothing in this Clause 1.1 shall prevent me from  holding, or otherwise having an interest in, any shares or other securities of any company for  investment purposes only, unless that holding is a significant one in a company that is a material  competitor of any member of the Unilever Group.  1.2. Unless I have Unilever's express prior written agreement (not to be unreasonably withheld),  during the Restricted Period I will not:   a) in competition with any member of the Unilever Group: (i) be employed by; (ii) be engaged  by; or (iii) otherwise provide services to, any Restricted Business which is being carried out  or will be carried out within the Restricted Area;  b) in competition with any member of the Unilever Group undertake or carry on any Restricted  Business which is being carried out or will be carried out within the Restricted Area;   c) (i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to:   • a Restricted Customer;   • a Potential Customer; or   • any other customer or target customer in respect of whom I had material dealings or  material management responsibility during the Relevant Period,   in each case in connection with any Restricted Business which is being carried out or will be  carried out within the Restricted Area;  d) (i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to:   • a Restricted Supplier;   • a Potential Supplier; or   • any other supplier or target supplier in respect of whom I had material dealings or  material management responsibility during the Relevant Period,   in each case in connection with any Restricted Business which is carried out or will be carried  out within the Restricted Area;  e) either (i) interfere with the supply  of goods or services to Unilever (or any member of the  Unilever Group) in relation to any contract or arrangement that such entity has with:   • a Restricted Supplier; or   • any other supplier in respect of which I had material dealings or material management  responsibility during the Relevant Period,   or (ii) induce any such supplier to cease or decline to supply such goods or services in the  future, or adversely vary the terms on which they are provided;  f) in competition with any member of the Unilever Group, for the purpose of any Restricted  Business deal with or solicit the business of: (i) any Restricted Customer; (ii) any Potential  Customer; (iii) any Restricted Supplier; (iv) any Potential Supplier; (v) any other customer or  target customer in respect of whom I had material dealings or material management  responsibility during the Relevant Period; or (vi) any other supplier or target supplier in  respect of whom I had material dealings or material management responsibility during the  Relevant Period; and/or  g) offer employment to, or otherwise endeavour to entice away from Unilever or any member  of the Unilever Group, any Restricted Employee.  





 






PSP AWARD AGREEMENT  March 2022  1.3. Each part of Clause 1.2 constitutes a separate and independent restriction (including, for the  avoidance of doubt, each separate and independent restriction delineated by Roman numerals  or bullet points or otherwise) and does not operate to limit any other obligation I owe.  If any  restriction is held to be unenforceable by a court of competent jurisdiction, it is intended and  understood by us that the remaining restrictions will still be enforceable. If my place of work  changes to a different country such that the covenants contained in this Clause 1 become subject  to the laws of that country, the covenants will, if necessary, be modified so that they comply with  any such laws and in order that the covenants remain enforceable in that country, provided that  no changes will make any of the covenants wider in scope. Unilever may expressly amend the  covenants in order to reflect any such changes (and I agree to re-execute any such covenants  as necessary in order to give effect to this), or alternatively the changes may be deemed to be  made automatically.    1.4. The definitions used in this clause have the following meanings:   a) "Potential Customer" means any target client or customer to whom Unilever or any  Unilever Group member was actively and directly seeking to supply goods or services at  any time during the Relevant Period in respect of whom I held material Confidential  Information.   b) "Potential Supplier" means any target supplier in respect of whom Unilever or any Unilever  Group member was actively and directly seeking to receive goods or services on exclusive  or specially negotiated terms at any time during the Relevant Period in respect of whom I  held material Confidential Information.  c) "Relevant Period" means the 12 months prior to the earlier of: (i) the date on which I am  placed on garden leave; and (ii) the date on which my employment terminates;   d) "Restricted Area" means:  • my Country;  • any other country in which the Unilever Group operates (or is planning to operate)  business in which I was materially involved or in respect of which I held material  management responsibility; and/or  • any other such country in respect of which I held material Confidential Information,   at any time during the Relevant Period;  e) "Restricted Business" means business competitive with: (i) any area of business of any  Unilever Group member in respect of which I held material Confidential Information because  of my material involvement or material management responsibility, or (ii) any other area of  business of any Unilever Group member in respect of which I held material Confidential  Information, at any time during the Relevant Period;  f) "Restricted Customer" means any actual client or customer of Unilever or any Unilever  Group member in respect of whom I had material Confidential Information at any time during  the Relevant Period;  g) "Restricted Employee" means any Unilever Group staff member who:  • works in a managerial or marketing or sales or distribution or research or senior  capacity in relation to any area of business of the Unilever Group in which I was  materially involved, or in respect of which I held material management responsibility  and/or material Confidential Information, at any time during the Relevant Period; or  • has responsibility for or influence over Restricted Customers; or  • is in possession of material Confidential Information,  and with whom I had material dealings and/or for whom I had direct managerial responsibility  at any time during the Relevant Period;  h) "Restricted Period" means the 12 month period following the termination of my  employment, less any time spent on garden leave; and  i) "Restricted Supplier" means any supplier engaged by any Unilever Group member on  exclusive or specially negotiated terms of business at any time during the Relevant Period  and in respect of whom I held material Confidential Information.   





 






PSP AWARD AGREEMENT  March 2022  1.5. Unilever contracts as trustee and agent for the benefit of each Unilever Group member. From  time to time it may be necessary for me to enter into matching restrictive covenants like these  directly with another Unilever Group member (e.g. if my employing entity changes), and I agree  to do so if requested (and if I fail to do so within 7 days of receiving any such request, I hereby  irrevocably and unconditionally authorise Unilever to execute on my behalf any document(s)  required to give effect to this Clause 1.5).