EXHIBIT 10-F
COLGATE-PALMOLIVE COMPANY PENSION
PLAN FOR OUTSIDE DIRECTORS
AS AMENDED AND RESTATED
Effective December 1, 1995
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Article I
PURPOSE
The purpose of the Plan, which was first adopted effective April 1, 1983, is to
assist the Company in attracting and retaining qualified individuals to serve as
Outside Directors by providing such individuals with a competitive level of
pension benefits.
Article II
DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth
below:
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Change of Control" shall mean the happening of any of the following
events:
(a) An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto (the
"Exchange Act")) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either
(1) the then outstanding shares of the common stock, par value $1.00 per
share of the Company (the "Outstanding Company Common Stock"), or (2) the
combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the
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election of directors (the "Outstanding Company Voting Securities");
excluding, however, the following: (i) any acquisition directly from the
Company, other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself
acquired directly from the Company, (ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company or (iv) any acquisition by any corporation pursuant to a
transaction which complies with clauses (1), (2) and (3) of subsection (c)
of this Section 2.2; or
(b) A change in the composition of the Board such that the
individuals who, as of February 17, 1994, constitute the Board (such Board
shall be hereinafter referred to as the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided, however,
for purposes of this Section 2.2, that any individual who becomes a member
of the Board subsequent to February 17, 1994, whose election, or nomination
for election by the Company's stockholders, was approved by a vote of at
least a majority of those individuals who are members of the Board and who
were also members of the Incumbent Board (or deemed to be such pursuant to
this proviso) shall be considered as though such individual were a member
of the Incumbent Board; but, provided further, that any such individual
whose initial assumption of office occurs as a result of either an actual
or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board shall not be so considered as a member of the
Incumbent Board; or
(c) The approval by the stockholders of the Company of a reorganization,
merger or consolidation or sale or other
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disposition of all or substantially all of the assets of the Company
("Corporate Transaction"); excluding; however, such a Corporate Transaction
pursuant to which (1) all or substantially all of the individuals and
entities who are the beneficial owners, respectively, of the outstanding
Common Stock and outstanding Company voting securities immediately prior to
such Corporate Transaction will beneficially own, directly or indirectly,
more than 60% of, respectively, the outstanding shares of common stock, and
the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
such Corporate Transaction, of the outstanding Common Stock and outstanding
Company voting securities, as the case may be, (2) no Person (other than
the Company, any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Corporate Transaction) will
beneficially own, directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding
voting securities of such corporation entitled to vote generally in the
election of directors except to the extent that such ownership existed
prior to the Corporate Transaction and (3) individuals who were members of
the Incumbent Board will constitute at least a majority of the members of
the board of directors of the corporation resulting from such Corporate
Transaction; or
(d) The approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
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2.3 "Committee" shall mean the committee referred to in Article V.
2.4 "Company" shall mean Colgate-Palmolive Company and any person, firm or
corporation which may hereafter succeed to the interests of the Company by
merger consolidation or otherwise.
2.5 "Disability" shall mean an illness or other incapacity which qualifies an
Outside Director for disability benefits under the Social Security Act or
which the Board or Committee determines precludes such Outside Director
from fully discharging his or her responsibilities as a member of the
Board.
2.6 "Outside Director" shall mean a member of the Board who is not, nor at any
time has been, an employee of the Company or any of its subsidiaries.
2.7 "Pension Benefit" shall mean the pension benefit determined in accordance
with Section 4.3.
2.8 "Plan" shall mean the Colgate-Palmolive Company Pension Plan for Outside
Directors, as amended from time to time.
2.9 "Retainer" shall mean the retainer determined in accordance with Section
4.3(a).
2.10 "Retired Outside Director" shall mean an Outside Director who has satisfied
the eligibility requirements of Section 4.1 for a Pension Benefit.
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2.11 "Service" shall mean all periods of service as an Outside Director
(including any such periods prior to April 1, 1983) whether or not such
service is continuous.
Article III
PARTICIPATION
Each Outside Director shall participate in the Plan.
Article IV
PENSION BENEFITS
4.1 Eligibility for Pension Benefits
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(a) Each Outside director who has completed nine years of Service and who
retires from the Board by reason of age in accordance with the provisions
of the Company's By-laws, as amended from time to time, shall be eligible
for a Pension Benefit upon such retirement.
(b) Each Outside Director who has completed five years of Service and who
retires from the Board by reason of Disability shall be eligible for a
Pension Benefit upon such retirement.
(c) Each Outside Director who has completed nine years of Service and who
retires from the Board other than by reason of age or Disability, but with
the written approval of the Committee, shall be eligible for a Pension
Benefit upon attaining the age at which his or her retirement from the
Board would have been required in accordance with the provisions of the
Company's By-laws in effect at the time of his or her retirement.
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4.2 Commencement of Pension Benefits
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(a) A Retired Outside Director's Pension Benefits shall commence as of the
first day of the calendar quarter next following the date he or she became
a Retired Outside Director.
(b) If a former Outside Director returns to membership on the Board, the
Pension Benefits that are or may become payable to him or her shall be
forfeited for so long as he or she continues to be a member of the Board.
Upon subsequent retirement, the Pension Benefits to which he or she is or
may become entitled shall be redetermined pursuant to this Article IV on
the basis of the Company's By-laws and the Retainer then in effect.
4.3 Amount and Form of Pension Benefit
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(a) A Retired Outside Director's Pension Benefit shall be an annual cash
benefit equal to 100% of the Retainer paid to him or her while an Outside
Director for the twelve months immediately preceding his or her retirement
from the Board.
"Retainer" shall mean all cash and property paid to an Outside Director for
services as an Outside Director, other than fees for attendance at meetings
of the Board and any committees thereof, fees for service on any committee
of the Board and reimbursement of expenses.
All property paid as part of the Retainer shall be valued by the Committee
at fair market value. In the case of Company common stock, fair market
value shall be the average of the high and low prices per share of the
Company's common stock for New York Stock Exchange Composite Transactions
as reported in the Wall Street
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Journal for the day on which the Outside Director is deemed to have
received such stock. In the absence of a reported sale, the average between
the high and the low prices on the most recent date on which a sale was
reported shall be used.
(b) Pension benefits shall be payable in equal quarterly installments for the
lifetime of the Retired Outside Director only. No death or other survivor
benefits are payable under the Plan.
Article V
ADMINISTRATION
5.1 Except as provided in Section 5.2, the Committee shall mean the Personnel
and Organization Committee of the Board. The Committee shall have full
power and authority to administer the Plan, including the power to (i)
promulgate forms to be used with respect to the Plan, (ii) promulgate rules
of Plan administration, (iii) settle any disputes as to rights or
benefits arising from the Plan, (iv) interpret the Plan and (v) make such
decisions or take such action as the Committee, in its sole discretion,
deems necessary or advisable to aid in the proper administration of the
Plan. Any decision made by the Committee shall be final and binding on all
persons.
5.2 Following a Change of Control, the Committee shall be the Committee as
constituted immediately prior to the Change of Control with such changes in
the membership thereof as may be approved from time to time following the
Change of Control by a majority of the members of such Committee as
constituted at the applicable time. The Company shall have no right to
appoint members to or to remove members from the Committee following a
Change of Control.
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Article VI
FINANCING
Pension benefits under the Plan shall, constitute general obligations of the
Company in accordance with the terms of the Plan. A person shall have only an
unsecured right to payment thereof out of the general assets of the Company.
Notwithstanding the foregoing, the Company may by agreement with one or more
trustees to be selected by the Company create a trust on such terms as the
Company shall determine to pay Pension Benefits in accordance with the terms of
the Plan.
Article VII
MISCELLANEOUS
7.1 Right to Amend or Terminate. The Board reserves the right at any time and
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from time to time to modify, suspend, amend, or terminate the Plan in whole
or in part; provided, however, that no such action shall adversely affect
the rights under the Plan of any Retired Outside Director or any Outside
Director or former Outside Director who has nine or more years of Service.
7.2 Board Member Relationships. Nothing in the Plan shall give or be deemed to
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give any Board member the right to be continued as a member of the Board,
to modify or affect the terms of Board membership or to interfere with the
right of stockholders of the Company to elect members of the Board.
7.3 Nonalienation of Benefits. To the extent permitted by law, no Pension
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Benefits payable under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, garnishment, pledge
or encumbrance. Any attempt to anticipate, alienate, sell, transfer,
assign, attach, pledge or encumber the
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same shall be void, and no Pension Benefits payable under the Plan shall be
in any manner liable or subject to the debts, contracts, liabilities,
engagements or torts of any Outside Director or former Outside Director,
including any Retired Outside Director
7.4 Payments to Incompetents. If a Retired Outside Director is deemed by the
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Committee or is adjudged to be legally incapable of giving valid receipt
and discharge for the Pension Benefit to which he or she is entitled, such
Pension Benefit shall be paid to such person(s) as the Committee may
designate or to a duly appointed guardian. Any such payment shall be in
complete discharge of the liability of the Plan and the Company to the
Retired Outside Director.
7.5 Benefit of Plan. The Plan shall be binding upon and shall inure to the
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benefit of the Outside Directors, their heirs and legal representatives and
the Company and its successors. The term "successor" shall mean any person,
firm, corporation or other business entity that, at any time, whether by
merger, acquisition or otherwise, acquires all or substantially all of the
stock, assets or business of the Company.
7.6 Applicable Law. The Plan shall be subject to and construed in accordance
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with the laws of the State of Delaware, without regard to the conflict of
law principles thereof.
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