SEC Info - Avon Products Inc - ‘10-K’ for 12/31/04

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Avon Products Inc – ‘10-K’ for 12/31/04 – EX-10.31

On: Wednesday, 3/2/05, at 3:12pm ET · For: 12/31/04 · Accession #: 950103-5-376 · File #: 1-04881

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/02/05  Avon Products Inc                 10-K       12/31/04   22:1.8M                                   Davis Polk & … LLP 01/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    199K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     50K 
 6: EX-10.10    Material Contract                                   HTML     11K 
 7: EX-10.11    Material Contract                                   HTML     13K 
 8: EX-10.12    Material Contract                                   HTML    116K 
 9: EX-10.17    Material Contract                                   HTML     92K 
10: EX-10.18    Material Contract                                   HTML     12K 
11: EX-10.24    Material Contract                                   HTML     96K 
12: EX-10.25    Material Contract                                   HTML     86K 
13: EX-10.26    Material Contract                                   HTML     87K 
14: EX-10.31    Material Contract                                   HTML     16K 
15: EX-10.39    Material Contract                                   HTML     16K 
 3: EX-10.6     Material Contract                                   HTML     11K 
 4: EX-10.7     Material Contract                                   HTML     33K 
 5: EX-10.9     Material Contract                                   HTML     13K 
16: EX-13       Annual or Quarterly Report to Security Holders      HTML   1.04M 
17: EX-21       Subsidiaries of the Registrant                      HTML     30K 
18: EX-24       Power of Attorney                                   HTML     20K 
19: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     13K 
20: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     13K 
21: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)  HTML      9K 
22: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)  HTML     10K

EX-10.31 — Material Contract

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Exhibit 10.31

SECOND AMENDMENT TO THE RESTATED
AVON PRODUCTS, INC. COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS

The Avon Products, Inc. Compensation Plan for Non-Employee Directors (the “Plan”) is hereby amended in accordance with resolutions adopted by the Board of Directors of Avon Products, Inc. (the “Company”) on January 29, 2004, effective January 1, 2004.

1. Section 2.1 of the Plan is revised in its entirety to read as follows:

“2.1 Annual Retainer Each non-employee director shall be entitled to receive an annual retainer consisting of (a) $35,000 payable in cash and (b) an annual grant of Restricted Stock having a value as of the date of grant of approximately $35,000. The cash portion shall be payable in quarterly installments of $8,750 each.”

2. Section 2.3 of the Plan is revised in its entirety to read as follows:

“2.3 Committee Fees; Meeting Fees A non-employee director appointed as a member of the Audit Committee shall be paid an annual retainer of $10,000. A non-employee director appointed as a member of any other standing Committee of the Board of Directors shall receive an annual retainer of $5,000. Committee retainers shall be paid within 30 days following the annual organizational meeting occurring immediately after the Annual Meeting of Shareholders.”

3. Section 2.4 of the Plan is revised in its entirety to read as follows:

“2.4 Retainer Fees for Committee Chairs A non-employee director appointed to chair the Audit Committee of the Board of Directors shall be paid an annual retainer of $10,000 in cash. A non-employee director appointed to chair any other standing committee of the Board of Directors shall be paid an annual retainer of $5,000 in cash. Payment to Committee chairs shall be made within 30 days following the annual organizational meeting occurring immediately after the Annual Meeting of Shareholders.”

4. Section 4.1 of the Plan is revised it its entirety to read as follows:

“4.1 Annual Retainer Grants of Restricted Stock At the close of business on the date of each Annual Meeting of Shareholders, each non-employee director who then continues as a director (whether or not re-elected at any such meeting) shall be granted shares of Restricted Stock. The number of shares of Restricted Stock to be granted will have a Fair Market Value of $35,000 on the date of grant. The Fair Market Value per share shall be deemed to be the closing price of a share of Company Common Stock as reported on the New York Stock Exchange averaged over the ten trading days next preceding the date of grant. A fractional share resulting from such calculation will be rounded to the nearest whole share.”

5. Section 5.1 of the Plan is revised in its entirety to read as follows:

“5.1 The Plan shall be administered by the Nominating and Corporate Governance Committee of the Board of Directors, which shall have the power to interpret the Plan and amend it from time to time as it deems proper. To the fullest extent practicable, however, the terms and conditions of the 2000 Stock Incentive Plan shall be applicable to this Plan.”

Except as hereby amended, the Plan shall continue in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Second Amendment of the Plan to be executed as of this 29^th day of January, 2004.

	AVON PRODUCTS, INC.


	By:	/s/ *Andrea Jung*

		Andrea Jung
		Chief Executive Officer

ATTEST:

/s/ Gilbert L. Klemann II

Secretary

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	3/2/05
For Period End:	12/31/04	11-K, 4, 5
	1/29/04
	1/1/04
		List all Filings

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Filing Submission 0000950103-05-000376 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

1.	Section 2.1 of the Plan is revised in its entirety to read as follows:

	“2.1 Annual Retainer Each non-employee director shall be entitled to receive an annual retainer consisting of (a) $35,000 payable in cash and (b) an annual grant of Restricted Stock having a value as of the date of grant of approximately $35,000. The cash portion shall be payable in quarterly installments of $8,750 each.”

2.	Section 2.3 of the Plan is revised in its entirety to read as follows:

	“2.3 Committee Fees; Meeting Fees A non-employee director appointed as a member of the Audit Committee shall be paid an annual retainer of $10,000. A non-employee director appointed as a member of any other standing Committee of the Board of Directors shall receive an annual retainer of $5,000. Committee retainers shall be paid within 30 days following the annual organizational meeting occurring immediately after the Annual Meeting of Shareholders.”

3.	Section 2.4 of the Plan is revised in its entirety to read as follows:

	“2.4 Retainer Fees for Committee Chairs A non-employee director appointed to chair the Audit Committee of the Board of Directors shall be paid an annual retainer of $10,000 in cash. A non-employee director appointed to chair any other standing committee of the Board of Directors shall be paid an annual retainer of $5,000 in cash. Payment to Committee chairs shall be made within 30 days following the annual organizational meeting occurring immediately after the Annual Meeting of Shareholders.”

4.	Section 4.1 of the Plan is revised it its entirety to read as follows:

	“4.1 Annual Retainer Grants of Restricted Stock At the close of business on the date of each Annual Meeting of Shareholders, each non-employee director who then continues as a director (whether or not re-elected at any such meeting) shall be granted shares of Restricted Stock. The number of shares of Restricted Stock to be granted will have a Fair Market Value of $35,000 on the date of grant. The Fair Market Value per share shall be deemed to be the closing price of a share of Company Common Stock as reported on the New York Stock Exchange averaged over the ten trading days next preceding the date of grant. A fractional share resulting from such calculation will be rounded to the nearest whole share.”

5.	Section 5.1 of the Plan is revised in its entirety to read as follows:

	“5.1 The Plan shall be administered by the Nominating and Corporate Governance Committee of the Board of Directors, which shall have the power to interpret the Plan and amend it from time to time as it deems proper. To the fullest extent practicable, however, the terms and conditions of the 2000 Stock Incentive Plan shall be applicable to this Plan.”