EX-4.2








Exhibit
4.2





N.V. DIRECTOR’S SERVICE CONTRACT



THIS AGREEMENT is made the 4th day of May ONE THOUSAND NINE HUNDRED AND NINETY-NINE between
UNILEVER N.V. (hereinafter called “the Company” or “N.V.”) of the one part and PATRICK JEAN-PIERRE
CESCAU (hereinafter called “the Director”) of the other part.




1. Definitions



     For the purposes of this Agreement the following expressions shall, unless the context
otherwise requires, have the following meanings:



“The Unilever Organisation” means the Company and Unilever PLC (hereinafter called “PLC”) and all
other group companies and associated companies of the Company and PLC as these categories are
applied for the purposes of consolidation in Unilever’s annual accounts.



“The N.V. Group” means those companies (other than PLC) within the Unilever Organisation the whole
or, as the case may be, part of the share capital whereof is owned directly or indirectly by the
Company.



“The PLC Group” means those companies (other than N.V.) within the Unilever Organisation the whole
or part, as the case may be, of the share capital whereof is owned
directly or indirectly by PLC.




2. Commencement




     This Agreement takes effect from the FOURTH day of MAY ONE THOUSAND NINE HUNDRED AND
NINETY-NINE and, together with a similar agreement of even date herewith entered into between the
Director and PLC (“the PLC Agreement”), supersedes all previous agreements relating to the
Director’s employment within the Unilever Organisation.



3. Scope of Employment




     During the continuance of this Agreement the Company will employ the Director and the Director
will serve the Company and the N.V. Group and will carry out such duties for the Company and the N.V.
Group as may be assigned to him.



4. Remuneration 



4.1 The Company shall pay to the Director remuneration at the rate decided from time to time by or
on behalf of the Company’s Board of Directors (“the Board”).



4.2 The Director will not be entitled to receive any fees additional to such remuneration by
virtue, or in respect of, his directorship of the Company or of any directorships of any other
companies within the N.V. Group but will be paid the remuneration referred to above so long as his
employment hereunder continues.




5. Duties of Director




During his employment hereunder the Director will:-




— carry out all such duties as may be assigned to him honestly, faithfully and to the best of his
ability;



— devote the whole of his time and attention to the business of the Unilever Organisation;



— not without the prior written consent given to him by or on behalf of the Board, and subject to
such conditions as it may lay down from time to time, be concerned or interested in, or directly or
indirectly responsible for the management of, any other business: provided that nothing in this
sub-clause shall prevent the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only.




6. Termination 




 









 








6.1 Notwithstanding any other provision of this Agreement the Director shall not be nominated for
re-election as a Director of the Company at the first Annual General Meeting of the Company held
after the FIRST day of JANUARY TWO THOUSAND AND TEN, and the Director’s employment hereunder shall
terminate without compensation at the end of the calendar month in which that meeting takes place.




6.2 The Director’s employment hereunder may be terminated at any time prior thereto either :-





	 	(a)	 	by the Company giving the Director twelve calendar months prior written notice, provided
that






— the Company may, if it chooses, pay to the Director a sum equal to twelve months’ salary in
lieu of notice, or give the Director a combination of notice period followed by a sum equal to
salary in lieu of notice together totalling twelve months


 — if at the date the notice is given there are less than twelve months to run before the date
the Director’s employment will terminate under the provisions of Clause 6.1 above, the maximum
notice period, including salary in lieu, shall be reduced accordingly;




	 	(b)	 	by the Director giving the Company six calendar months prior written notice.




The amount payable by the Company to the Director in lieu of notice under Clause 6.2(a) shall be
the salary for the relevant period less any retirement pension (“Retirement Pension”) (before
commutation of lump sum) received or receivable by the Director in respect of that period whether
such Retirement Pension is paid by the Company or derives from a Unilever Pension Fund or Funds or
from any other source in respect of Unilever service. For the purpose of applying the provisions of
the preceding sentence, where a retirement lump sum is paid by the Company or derives from a
Unilever Pension Fund or Funds or from any other source in respect of Unilever service that
retirement lump sum shall be converted into Retirement Pension at a rate determined by the Company
and references to Retirement Pension in the preceding sentence shall be construed accordingly.



6.3 At any time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b) above the
Company may, in its sole discretion, require the Director to remain away from his place of work on
full pay and such requirement will not be in breach of any of the express or implied terms of this
Agreement.



6.4 The Company may terminate the Director’s employment hereunder without notice if :-




     (a) the Director is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of this Agreement;




	 	(b)	 	the Director is convicted by any Court of any insider dealing offence, or of any offence
of dishonesty;
	 
	 	(c)	 	the Director becomes prohibited by law from being a Director;
	 
	 	(d)	 	the Director becomes bankrupt or makes any composition or enters into any deed of
arrangement with his creditors.





     The Director shall have no claim against the Company by reason of such termination. Any delay
or forbearance by the Company in exercising any right of termination shall not constitute a waiver
of it.



7. Cessation of Directorship



7.1 Should the Director cease to be a member of the Board his employment hereunder shall continue,
subject to the other provisions of this Agreement.



7.2 If the Director resigns as a Director of the Company he will automatically be deemed to have
given the Company six months written notice under Clause 6.2 (b) hereof to run from the date his
resignation is effective.




8. Following Termination




 









 







8.1 Following the termination of his employment hereunder for whatever reason and by whatever means
the Director shall not represent, expressly or impliedly to any person firm or company that he is
authorised to act on the Company’s behalf or on behalf of any company within the N.V. Group nor hold
himself out as connected in any way with the Company or the N.V. Group.



8.2 Upon such termination as aforesaid the Director shall automatically be deemed to have tendered
his resignation as a director of the Company and from any other directorship which he may then hold
in companies within the N.V. Group without any claim to compensation, and the Joint Secretaries of
the Company are hereby irrevocably and severally authorised in his name and on his behalf to sign
documents and do any other things necessary to give effect thereto.




9. Confidential Information, Documents etc. 



9.1 The Director shall not (except in the proper course of his duties) during or after the period
of his employment under this Agreement divulge to any person firm or company or otherwise make use
of any confidential information or trade secrets concerning the business, finances or plans of the
Company or the Unilever Organisation or their suppliers, agents, distributors or customers.



9.2 All documents and other materials made or acquired by the Director during the course of and for
the purposes of his employment hereunder shall be surrendered by the Director to the Company or to
PLC on the termination of his employment for whatever reason or shall be so surrendered at the
request of the Board during the course of his employment.




10. Director’s Covenants 



10.1 During and by virtue of his employment hereunder the parties acknowledge that the Director
will acquire trade secrets and other highly confidential information in the nature of trade
secrets. Accordingly, in order to give reasonable protection to the Company in respect of its
proprietary interests in such matters the parties agree as further set forth in this clause.



10.2 For a period of twelve months after the effective date of termination of the Director’s
employment hereunder the Director shall not (without the prior written consent of the Board which
may be given or refused in the Board’s sole discretion) become employed or engaged by any person
firm or company, or become concerned with the ownership or management, whether directly or
indirectly, of any company firm or business, which at the effective date of the termination of the
Director’s employment.




     — wholly or partly carries on a trade or business in the same fields of activities carried on
by the Company or by companies within the Unilever Organisation, or



     — is a regular supplier or customer of the Company or any company within the Unilever
Organisation.



11. Intellectual Property 



11.1 The Director acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery of any invention whether
capable of being patented or not or of any design or work to which copyright attaches, the Unilever
Organisation is entitled to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof.



11.2 Without further consideration the Director shall, at the request and expense of the Company,
both while employed by the Company and thereafter give and supply such information data drawings
and assistance as may be requisite to enable the Company to exploit the intellectual property to
its best advantage and shall execute all documents and do all things which may be necessary or
desirable for obtaining patent or other protection for the intellectual property in such parts of
the world as may be specified by the Company and for vesting the same in the Company or as it may
direct.



11.3 The Director hereby appoints each of the Joint Secretaries of the Company severally to be his
Attorney in his name and on his behalf to sign execute or do any such instrument or thing and
generally to use his name for the purpose of giving to the Company (or its nominee) the full
benefit of the provisions of this Clause. This appointment shall not be revocable by the Director
but will expire


 









 






automatically twelve months after the effective date of the termination of the Director’s
employment hereunder.




12. Indemnity 



In so far as permitted by law the Company shall indemnify the Director against all pecuniary losses
which he may incur in carrying out his duties as a Director of the Company.




13. Governing Law 



This
Agreement is governed by and shall be construed in accordance with
the laws of the Netherlands. The
parties hereto hereby submit to the jurisdiction of the Dutch Courts.



AS WITNESS
whereof this Agreement has been duly executed by both parties this 4th day of May 1999.



For and on
behalf of

Unilever N.V. By:




          Sgd/J
W B Westerburgen, Secretary




          Sgd/S G Williams, Secretary




Signed By Patrick Jean-Pierre Cescau




          Sgd/P J Cescau





END




N.V. DIRECTOR’S SERVICE CONTRACT



THIS AGREEMENT is made the 28th day of November TWO THOUSAND AND FOUR BETWEEN UNILEVER N.V.
(hereinafter called “the Company” or “N.V.”) of the one part and CORNELIS JOB VAN DER GRAAF
(hereinafter called “the Director”) of the other part.




1. Definitions 




     For the purposes of this Agreement the following expressions shall, unless the context
otherwise requires, have the following meanings:



     “Director’s Retirement Date” means such date, being a date that is not before the Director’s
60th birthday, not after the Director’s 65th birthday, and is the end of the calendar month in
which an Annual General Meeting of the Company is scheduled to be held, as shall be set by either
the Company giving the Director not less than twelve months prior written notice to that effect or
the Director giving the Company not less than six months prior written notice to that effect.



     “The
Unilever Organisation” means the Company and Unilever PLC (hereinafter called “PLC”)
and all other group companies and associated companies of the Company and PLC as these categories
are applied for the purposes of consolidation in Unilever’s annual accounts.



 









 





     “The
N.V. Group” means those companies (other than PLC) within the Unilever Organisation the
whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by
the Company.



     “The
PLC Group” means those companies (other than N.V.) within the Unilever Organisation the
whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by
PLC.



2. Commencement 




     This Agreement takes effect from the 12TH day of May TWO THOUSAND AND FOUR and, together with
a similar agreement of even date herewith entered into between the
Director and PLC (“the PLC
Agreement”), supersedes all previous agreements relating to the Director’s employment within the
Unilever Organisation.



3. Scope of Employment 




     During the continuance of this Agreement the Company will employ the Director and the Director
will serve the Company and the N.V. Group and will carry out such duties for the Company and the N.V.
Group as may be assigned to him.



4. Remuneration 



4.1 The Company shall pay to the Director remuneration at the rate decided from time to time by or
on behalf of the Company’s Board of Directors (“the Board”).



4.2 The Director will not be entitled to receive any fees additional to such remuneration by
virtue, or in respect of, his directorship of the Company or of any directorships of any other
companies within the N.V. Group but will be paid the remuneration referred to above so long as his
employment hereunder continues.




5. Duties of Director 




     During his employment hereunder the Director will:-




	 	—	 	carry out all such duties as may be assigned to him honestly, faithfully and to the best of
his ability;
	 
	 	—	 	devote the whole of his time and attention to the business of the Unilever Organisation;
	 
	 	—	 	not without the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned or interested
in, or directly or indirectly responsible for the management of, any other business: provided
that nothing in this sub-clause shall prevent the Director from holding or being otherwise
interested in any shares or other securities of any company for investment purposes only.





6. Termination 



6.1 Notwithstanding any other provisions of this Agreement, the Director’s employment hereunder
shall terminate without compensation on the Director’s Retirement Date and the Director shall not
be nominated for re-election as a Director of the Company at the Annual General Meeting of the
Company immediately preceding the Director’s retirement date.




6.2 The Director’s employment hereunder may be terminated at any time prior thereto either :-




     (a) by the Company giving the Director twelve calendar months prior written notice, provided
that



     — the Company may, if it chooses, pay to the Director a sum equal to twelve calendar months’
salary in lieu of notice, or give the Director a combination of notice period followed by a sum
equal to salary in lieu of notice together totaling twelve months



 









 




— if at the date the notice is given there are less than twelve months to run before the date the
Director’s employment will terminate under the provisions of Clause 6.1 above, the maximum notice
period, including salary in lieu, shall be reduced accordingly;




     (b) by the Director giving the Company six calendar months prior written notice.


The amount payable by the Company to the Director in lieu of notice under Clause 6.2(a) shall be
the salary for the relevant period less any retirement pension (“Retirement Pension”) (before
commutation of lump sum) received or receivable by the Director in respect of that period whether
such Retirement Pension is paid by the Company or derives from a Unilever Pension Fund or Funds or
from any other source in respect of Unilever service. For the purpose of applying the provisions of
the preceding sentence, where a retirement lump sum is paid by the Company or derives from a
Unilever Pension Fund or Funds or from any other source in respect of Unilever service that
retirement lump sum shall be converted into Retirement Pension at a rate determined by the Company
and references to Retirement Pension in the preceding sentence shall be construed accordingly.



6.3 At any time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b) above the
Company may, in its sole discretion, require the Director to remain away from his place of work on
full pay and such requirement will not be in breach of any of the express or implied terms of this
Agreement.




6.4 The Company may terminate the Director’s employment hereunder without notice if :-





	 	(a)	 	the Director is guilty of any serious misconduct in the course of his employment or of any
serious or repeated breach of any of the express or implied terms of this Agreement;
	 
	 	(b)	 	the Director is convicted by any Court of any insider dealing offence, or of any offence of
dishonesty;
	 
	 	(c)	 	the Director becomes prohibited by law from being a Director;
	 
	 	(d)	 	the Director becomes bankrupt or makes any composition or enters into any deed of
arrangement with his creditors.





     The Director shall have no claim against the Company by reason of such termination. Any delay
or forbearance by the Company in exercising any right of termination shall not constitute a waiver
of it.



7. Cessation of Directorship 



7.1 Should the Director cease to be a member of the Board his employment hereunder shall continue,
subject to the other provisions of this Agreement.



7.2 If the Director resigns as a Director of the Company he will automatically be deemed to have
given the Company six months written notice under Clause 6.2 (b) hereof to run from the date his
resignation is effective.




8. Following Termination 



8.1 Following the termination of his employment hereunder for whatever reason and by whatever means
the Director shall not represent, expressly or impliedly to any person firm or company that he is
authorised to act on the Company’s behalf or on behalf of any company within the N.V. Group nor hold
himself out as connected in any way with the Company or the N.V. Group.



8.2 Upon such termination as aforesaid the Director shall automatically be deemed to have tendered
his resignation as a director of the Company and from any other directorship which he may then hold
in companies within the N.V. Group without any claim to compensation, and the Joint Secretaries of
the Company are hereby irrevocably and severally authorised in his name and on his behalf to sign
documents and do any other things necessary to give effect thereto.




9. Confidential Information, Documents etc. 




 









 







9.1 The Director shall not (except in the proper course of his duties) during or after the period
of his employment under this Agreement divulge to any person firm or company or otherwise make use
of any confidential information or trade secrets concerning the business, finances or plans of the
Company or the Unilever Organisation or their suppliers, agents, distributors or customers.



9.2 All documents and other materials made or acquired by the Director during the course of and for
the purposes of his employment hereunder shall be surrendered by the Director to the Company or to
PLC on the termination of his employment for whatever reason or shall be so surrendered at the
request of the Board during the course of his employment.




10. Director’s Covenants 



10.1 During and by virtue of his employment hereunder the parties acknowledge that the Director
will acquire trade secrets and other highly confidential information in the nature of trade
secrets. Accordingly, in order to give reasonable protection to the Company in respect of its
proprietary interests in such matters the parties agree as further set forth in this clause.



10.2 For a period of twelve months after the effective date of termination of the Director’s
employment hereunder the Director shall not (without the prior written consent of the Board which
may be given or refused in the Board’s sole discretion) become employed or engaged by any person
firm or company, or become concerned with the ownership or management, whether directly or
indirectly, of any company firm or business, which at the effective date of the termination of the
Director’s employment



— wholly or partly carries on a trade or business in the same fields of activities carried on by
the Company or by companies within the Unilever Organisation, or



— is a regular supplier or customer of the Company or any company within the Unilever
Organisation.




11. Intellectual Property 



11.1 The Director acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery of any invention whether
capable of being patented or not or of any design or work to which copyright attaches, the Unilever
Organisation is entitled to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof.



11.2 Without further consideration the Director shall, at the request and expense of the Company,
both while employed by the Company and thereafter, give and supply such information data drawings
and assistance as may be requisite to enable the Company to exploit the intellectual property to
its best advantage and shall execute all documents and do all things which may be necessary or
desirable for obtaining patent or other protection for the intellectual property in such parts of
the world as may be specified by the Company and for vesting the same in the Company or as it may
direct.



11.3 The Director hereby appoints each of the Joint Secretaries of the Company severally to be his
Attorney in his name and on his behalf to sign execute or do any such instrument or thing and
generally to use his name for the purpose of giving to the Company (or its nominee) the full
benefit of the provisions of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of the termination of the
Director’s employment hereunder.




12. Indemnity 



In so far as permitted by law the Company shall indemnify the Director against all pecuniary losses
which he may incur in carrying out his duties as a Director of the Company.




13. Governing Law 




     This Agreement is
governed by and shall be construed in accordance with the laws of the Netherlands.
The parties hereto hereby submit to the jurisdiction of the Dutch Courts.



 









 




AS WITNESS whereof this Agreement has been duly executed by both parties this 28th day of November 2004



For and on behalf of

Unilever N.V. By:




     Sgd/J A A van der Bijl, Secretary




     Sgd/S G Williams, Secretary





Signed By CORNELIS JOB VAN DER GRAAF            Sgd/C J van der Graaf





END



THIS AGREEMENT is made the 16 day of April TWO THOUSAND AND ONE between UNILEVER N.V. (hereinafter
called “N.V.”) and UNILEVER PLC (hereinafter called “PLC”) of the one part; and Ralph Kugler
(hereinafter called “the BP”) of the other part.





	1.	 	Definitions
	 
	 	 	For the purposes of this Agreement the following expressions shall, unless the context
otherwise requires, have the following meanings:
	 
	 	 	“The Unilever Organisation” means N.V. and PLC and all other group companies and associated
companies of N.V. and PLC as these categories are applied for the purposes of consolidation
in Unilever’s Annual Accounts.
	 
	 	 	“The Board” means the Directors for the time being of N.V. and PLC.






	2.	 	Commencement
	 
	 	 	This Agreement takes effect from the first day of January Two Thousand and One.
	 
	3.	 	Scope of Employment
	 
	 	 	During the continuance of this Agreement the BP will be employed within the Unilever
Organisation and the BP will serve N.V. and PLC and the Unilever Organisation in the





 









 







	 	 	capacity of BUSINESS PRESIDENT, and will carry out such duties for N.V. and PLC and the
Unilever Organisation as may be assigned to him.






	4.	 	Remuneration
	 
	4.1	 	The BP will be paid remuneration at the rate decided from time to time by or on behalf of the
Board.
	 
	4.2	 	The BP will not be entitled to receive any fees additional to such remuneration by virtue, or
in respect of, any directorships he may hold from time to time of any companies within the
Unilever Organisation but will be paid the remuneration referred to above so long as his
employment hereunder continues.
	 
	5.	 	Duties of Director
	 
	 	 	During his employment hereunder the BP will:-






	 	—	 	 carry out all such duties as may be assigned to him honestly,
faithfully and to the best of his ability;
	 
	 	—	 	devote the whole of his time and attention to the business of the
Unilever Organisation;
	 
	 	—	 	not without the prior written consent given to him by or on behalf of
the Board, and subject to such conditions as it may lay down from time
to time, be concerned or interested in, or directly or indirectly
responsible for the management of, any other business; provided that
nothing in this sub-clause shall prevent the BP from holding or being
otherwise interested in any shares or other securities of any company
for investment purposes only.






	6.	 	Termination







	 
	 




	6.1	 	The BP’s employment hereunder may be terminated at any time either:-







	 
	 	(a)	 	by N.V. and PLC giving the BP twelve calendar months prior written
notice provided that at the discretion of the Board, the BP may be paid a sum equal
to twelve months’ salary in lieu of notice, or given a combination of notice period
followed by a sum equal to salary in lieu of notice together totaling twelve
months;
	 
	 	(b)	 	by the BP giving N.V. and PLC six calendar months prior written notice.





 









 






	6.2	 	At any time during any period of notice as specified in Clause 6.1 (a)
or 6.2
(b) above the Board may, in its sole discretion, require the BP to remain away
from his place of work on full pay and such requirement will not be in breach of
any of the express or implied terms of this Agreement.
	 
	6.3	 	N.V. and PLC may terminate the BP’s employment hereunder without notice
if:-






	 	(a)	 	the BP is guilty of any serious misconduct in the
course of his employment or of any serious or repeated breach of any of the
express or implied terms of this Agreement;
	 
	 	(b)	 	the BP is convicted by any Court of any insider dealing
offence, or of any offence of dishonesty;
	 
	 	(c)	 	the BP becomes prohibited by law from being a Director;
	 
	 	(d)	 	the BP becomes bankrupt or makes any composition or
enters into any deed of arrangement with his creditors.






The BP shall have no claim against N.V. and/or PLC or any company within
the Unilever Organisation by reason of such termination. Any delay or
forbearance by N.V. or PLC in exercising any right of termination shall not
constitute a waiver of it.




	7.	 	Following Termination
	 
	7.1	 	Following the termination of his employment hereunder for whatever reason and by whatever
means the BP shall not represent, expressly or implied to any person, firm or company that he
is authorised to act on behalf of N.V. or PLC or any other company within the Unilever
Organisation nor hold himself out as connected in any way with the Unilever Organisation.
	 
	7.2	 	Upon such termination as aforesaid the BP shall automatically be deemed to have tendered his
resignation from any directorship which he may then hold in companies within the Unilever
Organisation without claim to compensation and the Joint Secretaries of N.V. and PLC are
hereby irrevocably and severally authorised in his name and on his behalf to sign documents
and do any other things necessary to give effect thereto.
	 
	8.	 	Confidential Information, Documents etc.





 









 






	8.1	 	The BP shall not (except in the proper course of his duties) during or after the period of
his employment under this Agreement divulge to any person, firm or company or otherwise make
use of any confidential information or trade secrets concerning the business, finances,
methods, processes, recipes, appliances, machinery, equipment, research or plans of any part
of the Unilever Organisation or its suppliers, agents, distributors or customers.
	 
	8.2	 	All documents and other materials made or acquired by the BP during the course of and for the
purposes of his employment hereunder shall be surrendered by the BP to N.V. or PLC on the
termination of his employment for whatever reason or shall be so surrendered at the request of
the Board during the course of his employment.
	 
	9.	 	Business President’s Covenants
	 
	9.1	 	During and by virtue of his employment hereunder the parties acknowledge that the BP will
acquire trade secrets and other highly confidential information in the nature of trade
secrets. Accordingly, in order to give reasonable protection to the Unilever Organisation in
respect of its proprietary interests in such matters the parties agree as further set forth in
this clause.
	 
	9.2	 	For a period of twelve months after the effective date of termination of the BP’s employment
hereunder the BP shall not (without the prior written consent of the Board which may be given
or refused in the Board’s sole discretion) become employed or engaged by any person, firm or
company, or become concerned with the ownership or management, whether directly or indirectly,
of any company firm or business, which at the effective date of the termination of the BP’s
employment.






	 	—	 	wholly or partly carries on a trade or business in the same or similar fields
of activities carried on by any Company within the Unilever Organisation, or
	 
	 	—	 	is a regular supplier or customer of the Company or any company within
the Unilever Organisation.






	10.	 	Intellectual Property
	 
	10.1	 	The BP acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery of any invention
whether capable of being patented or not or of any design or work to which copyright attaches,
the Unilever Organisation is entitled to the benefit of any such intellectual property and the
BP shall immediately notify N.V. or PLC of the existence thereof.





 









 






	10.2	 	Without further consideration the BP shall, at the request and expense of N.V. or PLC, both
while employed within the Unilever Organisation and thereafter give and supply such
information, data, drawings and assistance as may be requisite to enable the Unilever
Organisation to exploit the intellectual property to its best advantage and shall execute all
documents and do all things which may be necessary or desirable for obtaining patent or other
protection for the intellectual property in such parts of the world as may be specified by the
Company and for vesting the same in N.V. or PLC or as the Board may direct.
	 
	10.3	 	The BP hereby appoints each of the Joint Secretaries of N.V. and PLC severally to be his
Attorney in his name and on his behalf to sign, execute or do any such instrument or thing and
generally to use his name for the purpose of giving to N.V. or PLC (or their nominees) the
full benefit of the provisions of this Clause. This appointment shall not be revocable by the
BP but will expire automatically twelve months after the effective date of the termination of
the BP’s employment hereunder.
	 
	11.	 	Agreement additional to current employment contract
	 
	 	 	This Agreement is additional to and does not replace the contract of employment between
the BP and an employer within the Unilever Organisation which is in place at the date
hereof or which may be substituted for such contract on the transfer of the BP to a
different location within the Unilever Organisation (“the underlying contract”). The
underlying contract shall continue in operation (unless and until otherwise agreed in
writing) save that in the event of any conflict between the terms thereof and the terms
of this Agreement, the terms of this Agreement shall prevail. The underlying contract
shall terminate automatically with termination of this Agreement pursuant to Clause 6.1
or 6.3 hereof.
	 
	12.	 	Notices
	 
	 	 	Any notices or other communications required to be served hereunder by N.V., PLC or the
Board shall be signed either by the Chairman of N.V. and PLC, or by the Joint
Secretaries of Unilever, and addressed to the BP at his business address and any notice
or other communications required to be served hereunder by the BP shall be signed by the
BP and addressed to the two Chairmen at Unilever House, London , EC4P 4BP.
	 
	13.	 	Governing Law
	 
	 	 	This Agreement is governed by and shall be construed in accordance with the laws of
the Netherlands or the laws of England, at the option of the BP. The BP need not
exercise




 









 






	 	 	such option immediately, but once exercised his choice will be irrevocable. The parties
hereto will submit to the jurisdiction of the courts of the Netherlands or of English, as
the case may be, following the choice of governing law.




IN WITNESS whereof this Agreement has been duly executed by the parties this

16 Day of April 2001.




For and on behalf of

Unilever N.V. by:

Sgd/ J W B Westerburgen, Secretary, Authorised Signatory




Signed and Sealed and Delivered

By

Sgd/R Kugler



In the presence of:

Sgd/Monique Huysveld



Secretary

Witness




END




CONTRACT OF EMPLOYMENT



THIS AGREEMENT is made on the 25th day of June Two Thousand and Eight



B E T W E E N





	(1)	 	Unilever NV (Commercial Register No. 24051830) whose registered office is at Rotterdam and
Unilever PLC (registered in England No. 41424) whose registered office is at Port Sunlight, Wirral,
Merseyside, CH62 4ZD (together the “Company”) and
	 
	(2)	 	James A Lawrence, c/o Unilever House, 100 Victoria Embankment, London, EC4Y 0DY (the
“Executive”)
	 
	1.	 	Definitions and interpretation
	 
	1.1	 	Throughout this document, the following definitions shall apply:





 









 






	 	 	“Board” means the board of directors of NV and PLC;






	 	 	“Commencement Date” means; 1ST September 2007
	 
	 	 	“Company” means together Unilever N.V. and Unilever PLC
	 
	 	 	“Confidential Information” means information (whether or not reduced to writing) in respect
of the business, affairs and financing of the Company or any member of the Unilever Group,
its or their suppliers, agents, distributors or customers, including but not limited to
information relating to trade secrets or secret information, research, technical know-how,
products, designs, pricing, marketing, business and financial plans, acquisition plans,
clients and customers, stored or kept in any format including but not limited to software,
diskettes including but not limited to copy-rightable material and/or documents, books,
notes, tapes, instruments and property of any kind (either tangible or intangible);
	 
	 	 	“CLO” means the General Counsel and Chief Legal Officer of the Unilever Group.
	 
	 	 	“GCE” means the Group Chief Executive of the Unilever Group;
	 
	 	 	“Intellectual Property Rights” means patents, copyright and related or neighbouring
rights, trade marks and services marks, rights in goodwill or to sue for passing off, rights
in designs, rights in computer software, database rights, topography rights, rights in
Confidential Information (including know-how and trade secrets) and any other intellectual
property rights (including, without limitation, rights in get-up and rights to Inventions,
trade or business names or signs and domain names) in each case whether registered or
unregistered and including all applications (or rights to apply) for, and renewals or
extensions of, such rights and all similar or equivalent rights or forms of protection which
may now or in the future subsist in any part of the world;
	 
	 	 	“Inventions” means inventions, ideas and improvements, whether or not patentable, and
whether or not recorded in any medium;
	 
	 	 	“Group Secretary” means the Secretary of NV and PLC;
	 
	 	 	“NV” means Unilever NV;
	 
	 	 	“PLC Group” means those companies (other than NV and its wholly owned subsidiaries) within
the Unilever Group the whole or part, as the case may be, of the share capital whereof is
owned directly or indirectly by the Company;
	 
	 	 	“Remuneration Committee” means the remuneration committee of the Board;





 









 






	 	 	“Termination Date” means such date as shall be set by either the Company giving the
Executive Director not less than twelve months prior written notice to that effect or the
Executive Director giving the Company not less than six months prior written notice to that
effect;
	 
	 	 	“Unilever Executive” means the principal Executive Committee of the Board under the
chairmanship of the GCE;
	 
	 	 	“Unilever Group” means PLC, NV and any company in which either or both together
directly or indirectly owns or controls the voting rights attaching to not less than 50% of
the issued share capital, or controls directly or indirectly the appointment of a majority
of the board of management, and references to a member of the Unilever Group or a Unilever
Group company will be construed accordingly;
	 
	1.2	 	For the purposes of this Agreement, when the Executive is also a Director of PLC and/or N.V.,
the GCE may act instead of the Board provided always that the GCE’s actions are subject to
ratification by the Board at the next Board meeting. For the avoidance of doubt, the GCE’s
actions shall be effective unless and until the Board overrules them (and any such overruling
shall be retrospective to the date the GCE took such actions unless the Board provides
otherwise).
	 
	2.	 	Commencement
	 
	 	 	This Agreement is effective as of the Commencement Date which for the purpose of the UK
Employment Rights Act 1996 is the date on which the Executive’s continuous period of
employment began.
	 
	3.	 	Duties of the Executive
	 
	3.1	 	The Executive shall be employed as a member of the Unilever Executive as Chief Financial
Officer or in such other capacity of a like status as the Company may require and shall carry
out all duties (including, if relevant, the duties of a Board director) as may reasonably be
assigned to him in whatever location is reasonably required.
	 
	3.2	 	All such duties shall be carried out honestly, faithfully, to the best of the Executive’s
ability, and at all times in compliance with the Unilever Code of Business Principles.
	 
	3.3	 	Further the Executive shall comply with all rules, regulations and legal requirements
relevant to the business of the Unilever Group.
	 
	3.4	 	The Executive shall report to the GCE in his managerial capacity and, if a Director, to the
Board in his capacity as a Director, and when requested by the GCE or the Board, shall




 









 






	 	 	promptly provide (in writing if requested) all information, explanations and assistance
relevant to any matters which have an impact on the business and affairs of the Unilever
Group or any other member thereof.






	3.5	 	The Executive’s normal place of work shall be London, England or such other place as the
Company may from time to time reasonably require. The Executive shall travel to such places
as are necessary for the proper discharge of his duties.
	 
	4	 	Remuneration and Benefits
	 
	4.1	 	The remuneration of the Executive will be reviewed annually by the Company, and communicated
to the Executive in writing and paid in accordance with the Unilever Group’s payroll practice,
as amended from time to time.
	 
	4.2	 	The Executive will not be entitled to receive any fees or other remuneration additional to
the agreed remuneration by virtue of, or in respect of, any directorships that may be held
from time to time of any Unilever Group company.
	 
	4.3	 	Any remuneration arising from a directorship of an organisation outside the Unilever Group
shall be treated in accordance with the prevailing Company policy.
	 
	4.4	 	Details of the Executive’s pension entitlement shall be notified to him separately in writing
by the Company.
	 
	4.5	 	The Company shall reimburse the Executive against production of receipts all reasonable
travelling, hotel, entertainment and other out-of-pocket expenses which he may from time to
time incur in the proper execution of his duties hereunder and pursuant to any Company policy
in force from time to time.
	 
	5.	 	Working Hours and Holidays
	 
	5.1	 	The Executive shall work such hours as are necessary for the proper performance of his duties
and devote the whole of his professional time, attention and abilities to carrying out his
duties hereunder.
	 
	5.2	 	The Executive shall be entitled to thirty working days holiday in each calendar year (in
addition to Public Holidays applicable in the Executive’s normal place of work) to be taken at
times mutually agreed between the Executive and the GCE.
	 
	6.	 	Termination
	 
	 	 	The Executive’s employment shall continue unless and until it is terminated:





 









 






	 	•	 	by the Company giving the Executive twelve months’ prior written notice; or
	 
	 	•	 	by the Executive giving the Company six months’ prior written notice or being
deemed to have given such notice in accordance with clause 14.1; or
	 
	 	•	 	by the Executive giving notice to terminate his employment with NV which shall
automatically constitute the same notice of termination by the Executive of his
employment with PLC; or
	 
	 	•	 	at any time in accordance with clause 8.






	7.	 	Severance Payments
	 
	7.1	 	In the event of termination of the employment of the Executive by the Company for any reason
other than a reason pursuant to Clause 8, the Company may, instead of requiring the Executive
to work during the period of notice, elect to make a severance payment to the Executive, in
which case the Executive’s employment will immediately terminate and such date shall be the
date of termination for the purposes of this Agreement.
	 
	7.2	 	In such circumstances, the Executive shall be entitled to receive a severance payment which
shall be the aggregate of:-






	 	•	 	a sum equal to the basic salary together with a sum equal to the benefits in kind
payable by the Company to the Executive for the period for which this Agreement would
otherwise have continued;
	 
	 	•	 	the amount of the variable pay award estimated to be payable to the Executive in
respect of the Financial Year in which the notice is served, pro rated to the date of
termination






	7.3	 	By this means termination may be effected by a payment of basic salary and benefits in lieu
of notice for the period of notice or a combination of notice period followed by such a
payment in lieu of the remaining notice period. And to the further effect that bonus and
other share based awards shall be made pro rated to the date of termination.
	 
	7.4	 	Further, in these circumstances, the Company will ensure that the Executive shall be credited
with twelve months service for the purposes of the pension scheme referred to in the
notification to be made under Clause 4.4 — such twelve month period to run from the date of
serving of notice of termination.
	 
	7.5	 	The Executive will if requested sign a general release of all and any claims (contractual and
statutory) in a form satisfactory to the Company in exchange for any payment in lieu of
notice.




 









 






	 	 	For the avoidance of doubt, nothing in this clause 7 shall give rise to any right for the
Executive to receive another form of payment.






	8.	 	Summary Termination
	 
	8.1	 	The Company may terminate the Executive’s employment forthwith, without notice or
compensation, in any circumstances where the Executive:
	 
	 	 	shall become incapacitated from any cause whatsoever from performing his duties
hereunder for at least twelve months or more (provided that termination of employment will
not deprive the Executive of benefits under any Permanent Health Insurance Scheme provided
by the Company); or
	 
	 	 	If being a director of the Company, shall be or become prohibited by law from being a
director; or
	 
	 	 	is convicted of any criminal offence which prevents him from fulfilling his duties hereunder:
or
	 
	 	 	shall fail to perform his duties competently or is guilty of any serious or persistent
neglect in the discharge of duties, or commits any wilful, serious or persistent breach of
any codes of conduct, policies and procedures issued by the Company; or
	 
	 	 	becomes bankrupt or makes any composition or enters into any deed of arrangement with
creditors;
	 
	8.2	 	Any delay by the Company in exercising the right to terminate summarily under the clauses set
out above shall not constitute a waiver of that right. The Executive shall have no claim for
compensation in respect of such termination.
	 
	9.	 	Following Termination
	 
	9.1	 	Following the termination of employment, for whatever reason or by whatever means, the
Executive shall not represent, either expressly or impliedly, to any person, firm or company
that he is authorised to act on behalf of any member of the Unilever Group, nor represent
himself as being connected in any way with any member of the Unilever Group.
	 
	9.2	 	Upon termination of employment, the Executive shall tender his resignation with immediate
effect from any directorship that he may then be holding in any member of the Unilever Group
without any right to any claim whether for compensation or otherwise.
	 
	 	 	In the event that the Executive fails to tender resignation as aforesaid, and without
prejudice to the Company’s and/or the Unilever Group’s rights and remedies under law and in
equity,





 









 






	 	 	the Executive will automatically be deemed to have tendered such resignation with immediate
effect and the Group Secretary and the CLO are hereby irrevocably, and severally, authorised
by the Executive, in the Executive’s name and on his behalf to sign documents (including but
not limited to letters of resignation) for the purpose of bringing such deemed resignation
into immediate effect.






	10.	 	Confidential Information
	 
	10.1	 	The Executive shall not (except in the proper course of his duties) at any time during the
course of employment or any time thereafter, without the prior written consent of the Company
or the Unilever Group, use or disclose directly or indirectly any Confidential Information to
any person for any reason other than for the proper conduct of the Company’s business whilst
in the course of their employment, except as required by law (provided that the Executive
shall at the Company’s expense resist any alleged requirement if the Company properly asks him
to do so).
	 
	10.2	 	All Confidential Information that the Executive has received or made (alone or with others)
during employment with the Company or any other member of the Unilever Group is the property
of the Company or the Unilever Group and the Executive shall promptly whenever requested by
the Company and in any event upon the termination of his employment for whatever reason return
such Confidential Information to the Company and the Executive shall not be entitled to and
shall not retain any copies thereof. Title and copyright therein shall vest in the Company.
	 
	10.3	 	The Executive shall not during the continuance of employment or for 12 months thereafter
without the Company’s prior written consent, publish or cause to be published any opinion,
fact or material relating to or connected with the business of the Company or any member of
the Unilever Group or its or their clients (whether confidential or not) without first
obtaining the consent of the GCE. This restriction shall not apply where the information has
already come into the public domain other than through unauthorised disclosure by the
Executive.
	 
	11.	 	Executive’s Covenants
	 
	11.1	 	The Executive shall not without the prior written consent of the Company, 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 his employment hereunder. However nothing herein shall prevent the
Executive 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 significant competitor of any member of the Unilever Group.





 









 






	11.2	 	The Executive shall not, for the period of six months following the Termination Date , work
for or be engaged by, or otherwise be involved with, any material competitors, suppliers,
customers or partners of the Company or of any member of the Unilever Group, without the prior
written consent of the Company, which consent will not be unreasonably withheld.
	 
	12.	 	Intellectual Property
	 
	12.1	 	The Executive shall notify the Company of the existence of all Inventions and of all works
embodying Intellectual Property Rights made wholly or partially by him at any time during the
course of his employment with the Company and, at the Company’s request, shall provide full
written details thereof. The Executive acknowledges that all Intellectual Property Rights
subsisting (or which may in the future subsist) in all such Inventions and works shall
automatically, on creation, vest in the Company absolutely. To the extent that they do not
vest automatically, the Executive holds them on trust for the Company and shall, at the
request and expense of the Company, (during the course of his employment or thereafter) assign
them to the Company or its nominee. The Executive agrees promptly to execute all documents
and do all acts as may, in the opinion of the Company, be necessary or desirable to give
effect to this clause 11.1 and/or to effect all relevant registration(s) and protections.
	 
	12.2	 	The Executive hereby irrevocably waives all moral rights under the Copyright, Designs and
Patents Act 1988 (and all similar rights in other jurisdictions) which he has or will have in
any existing or future works.
	 
	12.3	 	The Executive hereby irrevocably appoints the Company to execute and do any such instrument
or thing and generally to use his name for the purpose of giving the Company or its nominee
the benefit of this clause.
	 
	13.	 	Disciplinary and Grievance Procedures
	 
	 	 	The Executive is expected at all times to conduct himself in a manner consistent with his
senior status. There is no formal grievance procedure in relation to the Executive, but in
the event of any grievance, the Executive may raise the matter with the GCE or the Board as
he deems appropriate.
	 
	14.	 	Directorship/Indemnity
	 
	14.1	 	Subject and without prejudice to the Company’s rights under Clause 8 of this Agreement, if
being a director of the Company, the Company’s failure to nominate the Executive for
re-election to the office of director, the removal of the Executive from the office of
director or failure of the shareholders in general meeting to re-elect the Executive as a
director of the Company, unless otherwise agreed in writing by the Executive shall be deemed
notice of




 









 






	 	 	termination by the Company under the provisions of Clause 6. In accordance with the
Articles of Association, where an Executive is disqualified or removed as a director of PLC
he will be deemed to have been removed as a director of NV with immediate effect.






	14.2	 	If a director of the Company details of indemnity protection shall be notified to the
Executive separately in writing by the Company.
	 
	15.	 	Garden Leave
	 
	15.1	 	Once notice is given under clause 6, the Company shall be under no obligation to vest in or
assign to the Executive any powers or duties or to provide any work for the Executive, and the
Company may at any time or from time to time during any period of notice (whether given by the
Company or the Executive) require that the Executive does not attend at any premises of the
Company.
	 
	15.2	 	Salary and benefits will not cease to be payable by reason of such requirement and the
Executive shall continue to be bound by the provisions of this Agreement and must continue at
all times to conduct himself with good faith towards the Company and not do anything that is
harmful to the Company.
	 
	16	 	Suspension
	 
	 	 	In circumstances where the Company believes there is a reasonable suspicion of breach
of this Agreement, in order that the circumstances giving rise to that belief may be
investigated, the Company may suspend the Executive from the performance of his duties.
Salary and benefits will not cease to be payable by reason of such suspension and the
Executive shall continue to be bound by the provisions of this Agreement and must continue
at all times to conduct himself with good faith towards the Company and not do anything that
is harmful to the Company.
	 
	17.	 	Miscellaneous
	 
	17.1	 	If the Executive is at any time granted options or rights pursuant to any share option or
share incentive scheme of the Company or any member of the Unilever Group, those options or
rights shall be subject to the rules of that scheme as in force from time to time which rules
shall not form part of the Executive’s service contract. In particular, if the Executive’s
employment should terminate for any reason (including as a result of a repudiatory breach of
contract by the Company) his rights will be governed entirely by the terms of that scheme and
he will not be entitled to any further or other compensation for any loss of any right or
benefit or prospective right or benefit under any such scheme which he may have enjoyed
whether




 









 






	 	 	such compensation is claimed by way of damages for wrongful dismissal or other breach of
contract or by way of compensation for loss of office or otherwise.






	17.2	 	The Executive consents to the Company or any member of the Unilever Group holding and
processing both electronically and manually the data it collects which relates to the
Executive for the purposes of the administration and management of its employees and its
business and for compliance with applicable procedures, laws and regulations. The Executive
also consents to the transfer of such personal information to other offices the Company may
have or to any member of the Unilever Group or to other third parties whether or not outside
the European Economic Area for administration purposes in connection with the Executive’s
employment where it is necessary or desirable for the Company to do so.
	 
	17.3	 	If any clause, identifiable part of any clause is held to be invalid or unenforceable by any
court of competent jurisdiction, then this shall not affect the validity or enforceability of
the remaining clauses or identifiable parts of such.
	 
	17.4	 	No modification, variation or amendment to this Agreement shall be effective unless it is in
writing and has been signed by, or on behalf of, the parties.
	 
	18.	 	Status of these terms and conditions
	 
	 	 	This Agreement is supplemental to the letter dated 27 June 2007 setting out the Executive’s
reward package, the pension notification and the agreement of even date herewith entered
into between the Executive and NV but otherwise it supersedes and replaces all agreements or
arrangements whether written, oral or implied between the Company or any member of the
Unilever Group and the Executive relating to the employment of the Executive or the
termination of that employment and the Executive acknowledges and warrants that he is not
entering into this Agreement in reliance on any representation not expressly set out herein.
	 
	19.	 	Notices
	 
	19.1	 	Any notice, or other communication which is required to be served by the Company under these
terms and conditions, shall be signed by the CLO, and/or the Group Secretary if the Executive
is a Director of the Company, and addressed to the Executive at the appropriate business
address.
	 
	19.2	 	Any notice or other communication which is required to be served by the Executive on the
Company, will require the signature of the Executive and be addressed to either the CLO or the
Group Secretary at their office.





 









 







	20.	 	Governing Law
	 
	 	 	All communications, agreements and contracts pertaining to the Executive’s employment with
the Company (including, without limitation, this Agreement will be governed by and
construed in accordance with the laws of England and Wales and each of the parties hereby
irrevocably agrees for the exclusive benefit of the Company and the Unilever Group that the
Courts of England and Wales are to have jurisdiction to settle any disputes which may arise
out of or in connection with those documents, this Agreement or the Executive’s employment
with the Company.





	 	 	 
	Signed for and on behalf of the Company:

	 	Acceptance of these Terms and Conditions by the Executive:
	 
	 	 
	Sgd/S G Williams, Authorised Signatory

	 	Sgd/J A Lawrence






END




CONTRACT OF EMPLOYMENT



THIS AGREEMENT is made on the 7th day of October Two Thousand and Eight




B E T W E E N





	(1)	 	Unilever NV (Commercial Register No. 24051830) whose registered office is at Rotterdam (“NV”)
and Unilever PLC (registered in England No. 41424) whose registered office is at Port
Sunlight, Wirral, Merseyside, CH62 4ZD (“PLC”) (together the “Company”) and
	 
	(2)	 	Paul Polman of 31 Av de L’Ermitage, 1224 Chene Bougeries, Geneva, Switzerland (the
"Executive”)
	 
	1.	 	Definitions and interpretation
	 
	1.1	 	Throughout this document, the following definitions shall apply:
	 
	 	 	“Board” means the board of directors of NV and PLC;
	 
	 	 	“Commencement Date” means; 1st October 2008





 









 






	 	 	“Company” means together Unilever N.V. and Unilever PLC
	 
	 	 	“Confidential Information” means information (whether or not reduced to writing) in respect
of the business, affairs and financing of the Company or any member of the Unilever Group,
its or their suppliers, agents, distributors or customers, including but not limited to
information relating to trade secrets or secret information, research, technical know-how,
products, designs, pricing, marketing, business and financial plans, acquisition plans,
clients and customers, stored or kept in any format including but not limited to software,
diskettes including but not limited to copy-rightable material and/or documents, books,
notes, tapes, instruments and property of any kind (either tangible or intangible);
	 
	 	 	“CLO” means the General Counsel and Chief Legal Officer of the Unilever Group.
	 
	 	 	“Intellectual Property Rights” means patents, copyright and related or neighbouring
rights, trade marks and services marks, rights in goodwill or to sue for passing off, rights
in designs, rights in computer software, database rights, topography rights, rights in
Confidential Information (including know-how and trade secrets) and any other intellectual
property rights (including, without limitation, rights in get-up and rights to Inventions,
trade or business names or signs and domain names) in each case whether registered or
unregistered and including all applications (or rights to apply) for, and renewals or
extensions of, such rights and all similar or equivalent rights or forms of protection which
may now or in the future subsist in any part of the world;
	 
	 	 	“Inventions” means inventions, ideas and improvements, whether or not patentable, and
whether or not recorded in any medium;
	 
	 	 	“Group Secretary” means the Secretary of NV and PLC;
	 
	 	 	“Remuneration Committee” means the remuneration committee of the Board;
	 
	 	 	“Termination Date” means the date on which the Executive’s employment terminates, as
referred to in Clause 6;
	 
	 	 	“Unilever Executive” means the principal Executive Committee of the Board under the
chairmanship of the Group Chief Executive;
	 
	 	 	“Unilever Group” means PLC, NV and any company in which either or both together
directly or indirectly owns or controls the voting rights attaching to not less than 50% of
the issued share capital, or controls directly or indirectly the appointment of a majority
of the board of management, and references to a member of the Unilever Group or a Unilever
Group company will be construed accordingly;





 









 






	2.	 	Commencement
	 
	 	 	This Agreement is effective as of the Commencement Date which for the purpose of the UK
Employment Rights Act 1996 is the date on which the Executive’s continuous period of
employment began.
	 
	3.	 	Duties of the Executive
	 
	3.1	 	The Executive shall be employed as a member of the Unilever Executive as Group Chief
Executive and shall carry out all duties (including, if relevant, the duties of a Board
director) as may reasonably be assigned to him in whatever location is reasonably required.
	 
	3.2	 	All such duties shall be carried out honestly, faithfully, to the best of the Executive’s
ability and at all times in compliance with the Unilever Code of Business Principles.
	 
	3.3	 	Further the Executive shall comply with all rules, regulations and legal requirements
relevant to the business of the Unilever Group.
	 
	3.4	 	The Executive shall report to the Board in his capacity as a Director and, when requested by
the Board, shall promptly provide (in writing if requested) all information, explanations and
assistance relevant to any matters which have an impact on the business and affairs of the
Unilever Group or any member thereof.
	 
	3.5	 	The Executive’s normal place of work shall be London or such other place as the Company may
from time to time reasonably require. The Executive shall travel to such places as are
necessary for the proper discharge of his duties.
	 
	4	 	Remuneration and Benefits
	 
	4.1	 	The remuneration of the Executive will be reviewed annually by the Company and communicated
to the Executive in writing and paid in accordance with the Unilever Group’s payroll practice,
as amended from time to time.
	 
	4.2	 	The Executive will not be entitled to receive any fees or other remuneration additional to
the agreed remuneration by virtue of, or in respect of, any directorships that may be held
from time to time of any Unilever Group company.
	 
	4.3	 	Any remuneration arising from a directorship of an organisation outside the Unilever Group
shall be treated in accordance with the prevailing Company policy.
	 
	4.4	 	Details of the Executive’s pension entitlement shall be notified to him separately in writing
by the Company.





 









 






	4.5	 	The Company shall reimburse the Executive, against production of receipts, for all reasonable
travelling, hotel, entertainment and other out-of-pocket expenses which he may from time to
time incur in the proper execution of his duties hereunder and pursuant to any Company policy
in force from time to time.
	 
	5.	 	Working Hours and Holidays
	 
	5.1	 	The Executive shall work such hours as are necessary for the proper performance of his duties
and devote the whole of his professional time, attention and abilities to carrying out his
duties hereunder.
	 
	5.2	 	The Executive shall be entitled to thirty working days holiday in each calendar year (in
addition to Public Holidays applicable in the Executive’s normal place of work) to be taken
at times mutually agreed between the Executive and the Chairman.
	 
	6.	 	Termination
	 
	 	 	The Executive’s employment shall continue unless and until it is terminated:






	 	•	 	by the Company giving the Executive twelve months’ prior written notice; or
	 
	 	•	 	by the Executive giving the Company six months’ prior written notice; or
	 
	 	•	 	by the Executive giving six months prior written notice to terminate his
employment with NV which shall automatically constitute the same notice of
termination by the Executive of his employment with PLC; or
	 
	 	•	 	at any time in accordance with clauses 7 or 8.






	7.	 	Severance Payments
	 
	7.1	 	In the event of termination of the employment of the Executive by the Company for any reason
other than a reason pursuant to Clause 8, the Company may, instead of requiring the Executive
to work during the period of notice, elect to make a severance payment to the Executive, in
which case the Executive’s employment will immediately terminate and such date shall be the
date of termination for the purposes of this Agreement. If the Company so elects, the
Executive shall be entitled to the payments and benefits referred to in Clauses 7.2 to 7.4.
	 
	7.2	 	In such circumstances, the Executive shall, subject as provided in Clause 7.5 be entitled to
receive a severance payment which shall be the aggregate of:-





 









 






	 	•	 	a sum equal to the basic salary together with a sum equal to the benefits in kind
payable by the Company to the Executive for the period for which this Agreement would
otherwise have continued;
	 
	 	•	 	the amount of the variable pay award estimated by the Company to be payable to the
Executive in respect of the financial year in which the notice is served, pro rated to
the date of termination






	7.3	 	By this means, if the Company elects to operate Clause 7.1, termination may be effected by a
payment of basic salary and benefits in lieu of notice for the period of notice or a
combination of notice period followed by such a payment in lieu of the remaining notice
period. Bonus and other share based awards shall be made pro rated to the date of
termination.
	 
	7.4	 	Further, in these circumstances, the Company will ensure that the Executive shall be credited
with twelve months service for the purposes of the pension scheme referred to in the
notification to be made under Clause 4.4 — such twelve month period to run from the date of
serving of notice of termination.
	 
	7.5	 	The Executive will if requested sign a general release of all and any claims (contractual and
statutory) in a form satisfactory to the Company in exchange for any payment under this Clause
7.
	 
	8.	 	Summary Termination
	 
	8.1	 	The Company may terminate the Executive’s employment forthwith, without notice or
compensation, in any circumstances where the Executive:






	 	—	 	shall become incapacitated from any cause whatsoever from performing his duties
hereunder for at least twelve months (provided that termination of employment will not
deprive the Executive of benefits under any permanent health insurance scheme provided
by the Company); or
	 
	 	—	 	if being a director of the Company, shall be or become prohibited by
law from being a director in either the UK or the Netherlands; or
	 
	 	—	 	is convicted of any criminal offence which prevents him from
fulfilling his duties hereunder: or
	 
	 	—	 	shall fail to perform his duties competently or is guilty of any serious or
persistent neglect in the discharge of duties, or commits any wilful, serious or
persistent breach of any codes of conduct, policies and procedures issued by the
Company; or




 









 






	 	—	 	becomes bankrupt or makes any composition or enters into any deed of
arrangement with creditors;






	8.2	 	Any delay by the Company in exercising the right to terminate summarily under the clauses set
out above shall not constitute a waiver of that right. The Executive shall have no claim for
compensation in respect of such termination.
	 
	9.	 	Following Termination
	 
	9.1	 	Following the termination of employment, for whatever reason or by whatever means, the
Executive shall not represent, either expressly or impliedly, to any person, firm or company
that he is authorised to act on behalf of any member of the Unilever Group, nor represent
himself as being connected in any way with any member of the Unilever Group.
	 
	9.2	 	Upon termination of employment, the Executive shall tender his resignation with immediate
effect from any directorship that he may then be holding in any member of the Unilever Group
without any right to any claim whether for compensation or otherwise.
	 
	 	 	In the event that the Executive fails to tender his resignation as aforesaid, and without
prejudice to the Company’s and/or the Unilever Group’s rights and remedies under law and in
equity, the Executive will automatically be deemed to have tendered such resignation with
immediate effect and the Group Secretary and the CLO are hereby irrevocably, and severally,
authorised by the Executive, in the Executive’s name and on his behalf to sign documents
(including but not limited to letters of resignation) for the purpose of bringing such
deemed resignation into immediate effect.
	 
	10.	 	Confidential Information
	 
	10.1	 	The Executive shall not (except in the proper course of his duties) at any time during the
course of employment or any time thereafter, without the prior written consent of the Company
or the Unilever Group, use or disclose directly or indirectly any Confidential Information to
any person for any reason other than for the proper conduct of the Company’s business whilst
in the course of their employment, except as required by law (provided that the Executive
shall at the Company’s expense resist any alleged requirement if the Company properly asks him
to do so).
	 
	10.2	 	All Confidential Information that the Executive has received or made (alone or with others)
during employment with the Company or any other member of the Unilever Group is the property
of the Company or the Unilever Group and the Executive shall promptly, whenever requested by
the Company and in any event upon the termination of his employment for whatever reason,
return such Confidential Information to the Company and the Executive





 









 






	 	 	shall not be entitled to and shall not retain any copies thereof. Title and copyright
therein shall vest in the Company.






	10.3	 	The Executive shall not during the continuance of employment or for 12 months thereafter
without the Company’s prior written consent, publish or cause to be published any opinion,
fact or material relating to or connected with the business of the Company or any member of
the Unilever Group or its or their suppliers, customers or partners (whether confidential or
not) without first obtaining the consent of the Board. This restriction shall not apply where
the information has already come into the public domain other than through unauthorised
disclosure by the Executive.
	 
	11.	 	Executive’s Covenants
	 
	11.1	 	The Executive shall not, without the prior written consent of the Company, 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 his employment hereunder. However nothing herein shall prevent the
Executive 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.
	 
	11.2	 	The Executive shall not, for the period of six months following the Termination Date, work
for or be engaged by, or otherwise be involved with, any material competitors, suppliers,
customers or partners of the Company or of any member of the Unilever Group, without the prior
written consent of the Company, which consent will not be unreasonably withheld.
	 
	12.	 	Intellectual Property
	 
	12.1	 	The Executive shall notify the Company of the existence of all Inventions and of all works
embodying Intellectual Property Rights made wholly or partially by him at any time during the
course of his employment with the Company and, at the Company’s request, shall provide full
written details thereof. The Executive acknowledges that all Intellectual Property Rights
subsisting (or which may in the future subsist) in all such Inventions and works shall
automatically, on creation, vest in either NV or PLC absolutely. To the extent that they do
not vest automatically, the Executive holds them on trust for either NV or PLC and shall, at
the request and expense of the Company, (during the course of his employment or thereafter)
assign them to the either NV or PLC their nominee. The Executive agrees promptly to execute
all documents and do all acts as may, in the opinion of either NV or PLC, be necessary or
desirable to give effect to this clause 12.1 and/or to effect all relevant registration(s) and
protections.





 









 






	12.2	 	The Executive hereby irrevocably waives all moral rights under the Copyright, Designs and
Patents Act 1988 (and all similar rights in other jurisdictions) which he has or will have in
any existing or future works.
	 
	12.3	 	The Executive hereby irrevocably appoints the Company to execute and do any such instrument
or thing and generally to use his name for the purpose of giving the Company or its nominee
the benefit of this clause.
	 
	13.	 	Disciplinary and Grievance Procedures
	 
	 	 	Other than as set out in this Agreement, there are no explicit disciplinary rules in force
in relation to the Executive who is expected at all times to conduct himself in a manner
consistent with his senior status. There is no formal grievance procedure but in the event
of any grievance, the Executive may raise the matter with the Chairman or the Board, as may
be appropriate.
	 
	14.	 	Directorship/Indemnity
	 
	14.1	 	Subject and without prejudice to the Company’s rights under Clause 8 of this Agreement, if
the Executive is a director of the Company, the Company’s failure to nominate the Executive
for re-election to the office of director of the Company, the removal of the Executive from
the office of director of the Company or failure of the shareholders in general meeting to
re-elect the Executive as a director of the Company, unless otherwise agreed in writing by the
Executive, shall be deemed notice of termination by the Company under the provisions of Clause
6. In accordance with the Articles of Association, where an Executive is disqualified or
removed as a director of PLC he will be deemed to have been removed as a director of NV with
immediate effect.
	 
	14.2	 	If a director of the Company, details of indemnity protection shall be notified to the
Executive separately in writing by the Company.
	 
	15.	 	Garden Leave
	 
	15.1	 	Once notice is given under clause 6, the Company shall be under no obligation to vest in or
assign to the Executive any powers or duties or to provide any work for the Executive, and the
Company may at any time or from time to time during any period of notice (whether given by the
Company or the Executive) require that the Executive does not attend at any premises of the
Company.





 









 






	15.2	 	Salary and benefits will not cease to be payable by reason of such requirement and the
Executive shall continue to be bound by the provisions of this Agreement and must continue at
all times to conduct himself with good faith towards the Company and not do anything that is
harmful to the Company.
	 
	16	 	Suspension
	 
	 	 	In circumstances where the Company believes there is a reasonable suspicion of breach
of this Agreement, in order that the circumstances giving rise to that belief may be
investigated, the Company may suspend the Executive from the performance of his duties.
Salary and benefits will not cease to be payable by reason of such suspension and the
Executive shall continue to be bound by the provisions of this Agreement and must continue
at all times to conduct himself with good faith towards the Company and not do anything that
is harmful to the Company.
	 
	17.	 	Miscellaneous
	 
	17.1	 	If the Executive is at any time granted options or rights pursuant to any share option or
share incentive scheme of the Company or any other member of the Unilever Group, those options
or rights shall be subject to the rules of that scheme as in force from time to time which
rules shall not form part of the Executive’s service contract. In particular, if the
Executive’s employment should terminate for any reason (including as a result of a
repudiatory breach of contract by the Company) his rights will be governed entirely by the
terms of that scheme and he will not be entitled to any further or other compensation for any
loss of any right or benefit or prospective right or benefit under any such scheme which he
may have enjoyed, whether such compensation is claimed by way of damages for wrongful
dismissal or other breach of contract or by way of compensation for loss of office or
otherwise.
	 
	17.2	 	The Executive consents to the Company or any member of the Unilever Group holding and
processing both electronically and manually the data it collects which relates to the
Executive for the purposes of the administration and management of its employees and its
business and for compliance with applicable procedures, laws and regulations. The Executive
also consents to the transfer of such personal information to other offices the Company may
have or to any member of the Unilever Group or to other third parties whether or not outside
the European Economic Area for administration purposes in connection with the Executive’s
employment where it is necessary or desirable for the Company to do so.
	 
	17.3	 	If any clause, or identifiable part of any clause, of this Agreement is held to be invalid or
unenforceable by any court of competent jurisdiction, then this shall not affect the validity
or enforceability of the remaining clauses or identifiable parts of such.





 









 






	17.4	 	No modification, variation or amendment to this Agreement shall be effective unless it is in
writing and has been signed by, or on behalf of, the parties.
	 
	18.	 	Status of these terms and conditions
	 
	 	 	This Agreement is supplemental to the letter dated 29th August 2008 setting out
the Executive’s reward package and the pensions notification but otherwise it supersedes and
replaces all agreements or arrangements whether written, oral or implied between the Company
or any member of the Unilever Group and the Executive relating to the employment of the
Executive or the termination of that employment and the Executive acknowledges and warrants
that he is not entering into this Agreement in reliance on any representation not expressly
set out herein and shall have no remedy in relation to any such representation.
	 
	19.	 	Notices
	 
	19.1	 	Any notice, or other communication which is required to be served by the Company under these
terms and conditions, shall be signed by the CLO, and/or the Group Secretary if the Executive
is a director of the Company, and addressed to the Executive at the appropriate business
address.
	 
	19.2	 	Any notice or other communication which is required to be served by the Executive on the
Company, will require the signature of the Executive and be addressed to either the CLO or the
Group Secretary at their office.
	 
	20.	 	Governing Law
	 
	 	 	All communications, agreements and contracts pertaining to the Executive’s employment with
the Company (including, without limitation, this Agreement will be governed by and
construed in accordance with the laws of England and Wales and each of the parties hereby
irrevocably agrees for the exclusive benefit of the Company and the Unilever Group that the
Courts of England are to have jurisdiction to settle any disputes which may arise out of or
in connection with those documents, this Agreement or the Executive’s employment with the
Company.





	 	 	 
	Signed for and on behalf of the Company:

	 	Acceptance of these Terms and Conditions by the Executive:
	 
	 	 
	Sgd/S G Williams, Authorised Signatory

	 	Sgd/P G J M Polman
	Sgd/S H M A Dumoulin, Authorised Signatory
	 	 






END