Exhibit 10.F
COLGATE-PALMOLIVE COMPANY
PENSION PLAN FOR OUTSIDE DIRECTORS
AS AMENDED AND RESTATED
Effective May 2, 1996
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 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 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.
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.
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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 "Electing Outside Director" shall mean an Outside Director who is eligible
to elect to have the terms of this Plan continue to apply to him or her after
December 31, 1996, and who so elects, according to the terms of Section 4.1(a).
2.7 "Non-Electing Outside Director" shall mean an Outside Director who is not
eligible to make the election pursuant to Section 4.1(a) or if eligible, does
not so elect.
2.8 "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.
2.9 "Pension Benefit" shall mean the pension benefit determined in accordance
with Section 4.3.
2.10 "Pension Replacement Account" shall mean the account established for the
benefit of a Non-Electing Outside Director pursuant to Section 4.3(c) upon
termination of this Plan with respect to such Non-Electing Outside Director in
accordance with Article III.
2.11 "Plan" shall mean the Colgate-Palmolive Company Pension Plan for Outside
Directors, as amended from time to time.
2.12 "Retainer" shall mean the retainer determined in accordance with Section
4.3(a).
2.13 "Retired Outside Director" shall mean an Outside Director who retired and
began receiving a Pension Benefit prior to June 30, 1996, an Electing Outside
Director who has satisfied the eligibility requirements of Section 4.1 for a
Pension Benefit, or a Non-Electing Outside Director who has satisfied the
eligibility requirements of Section 4.1 for a Pension Replacement Account.
2.14 "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 who has joined the Board on or prior to January 1, 1996,
shall participate in the Plan, subject to its termination as of December 31,
1996 with respect to any Non-Electing Outside Director.
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Article IV
PENSION BENEFITS
4.1 Eligibility for Pension Benefits or Pension Replacement Account
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(a) Each Outside Director who as of May 1, 1997, is within five years of
the stipulated retirement age set forth in Section 13(A) of the Company's
By-Laws may elect to remain covered by the terms of this Plan beyond December
31, 1996, and through the date of his or her retirement from the Board, in
accordance with this Section 4.1. Such election must be made no later than June
30, 1996, by written notice to the Committee. Each Outside Director who is
eligible to make such election and who so elects hereafter shall be referred to
as an "Electing Outside Director" and shall be eligible to receive a Pension
Benefit under this Plan pursuant to the terms of Sections 4.1 (b) through (e)
below.
Each Outside Director who is not eligible to make such an election or if
eligible, does not so elect, hereafter shall be referred to as a "Non-Electing
Outside Director" and, shall be eligible to have a Pension Replacement Account
eligible on his or her behalf upon termination of this Plan with respect to him
or her and shall be eligible ultimately to receive the balance in such account,
in accordance with the terms of this Section 4.1 and Section 4.3 below.
(b) 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 upon such
retirement for a Pension Benefit, if an Electing Outside Director, or to receive
the balance credited to a Pension Replacement Account, if a Non-Electing Outside
Director.
(c) Each Outside Director who has completed five years of Service and who
retires from the Board by reason of Disability shall be eligible upon such
retirement for a Pension Benefit, if an Electing Outside Director, or for the
balance credited to a Pension Replacement Account, if a Non-Electing Outside
Director.
(d) If a Non-Electing Outside Director who has completed five years of
Service dies before he or she retires from the Board, the balance credited to
his or her Pension Replacement Account shall be payable to the beneficiary he or
she has designated prior to the Non-Electing Outside Director's death.
(e) 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, if
an Electing Outside Director, or the balance credited to a Pension Replacement
Account, if a Non-Electing Outside Director, upon attaining the age at which his
or her
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retirement from the Board would have been required in accordance with the
Company's By-Laws in effect at the time of his or her retirement.
4.2 Commencement of Pension Benefits or Payments from Pension Replacement
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Account
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(a) A Retired Outside Director's Pension Benefit (if an Electing Outside
Director) or the payment of the balance credited to the Pension Replacement
Account (if a Non-Electing Outside Director) shall commence as of the first day
of the calendar quarter next following the date he or she becomes a Retired
Outside Director. The balance credited in the Pension Replacement Account shall
be paid in accordance with Section 4.3.
(b) If a former Outside Director returns to membership on the Board, the
Pension Benefit (if a former Electing Outside Director) or the remaining unpaid
balance credited to his or her Pension Replacement Account (if a former
Non-Electing Outside Director) that is or may become payable to him or her shall
cease to be payable for so long as he or she continues to be a member of the
Board. Upon subsequent retirement, the Pension Benefits to which a former
Electing Outside Director is or may become entitled shall be redetermined
pursuant to this Article IV on the basis of the Company's By-Laws and a Retainer
not exceeding that described in Section 4.3(a). If a former Non-Electing Outside
Director, the remaining unpaid balance of his or her Pension Replacement
Account, if any, shall be payable.
4.3 Amount and Form of Pension Benefit; Pension Replacement Account
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(a) A Retired Outside Director's Pension Benefit, if a former Electing
Outside Director or an Outside Director who retired prior to June 30, 1996,
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; provided, however, that for purposes of determining
the size of the Pension Benefit of an Electing Outside Director who retires on
or after May 1, 1997, the Retainer shall be deemed not to exceed the sum of
$18,000 plus 275 shares of Company common stock.
"Retainer" shall mean all cash and property paid to an Outside Director for
services as an Outside Director, other than stock options granted and gains
realized in cash or property upon the exercise of such options, 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 on the date of payment. In the case of Company common
stock, fair market value shall be the average of the high and low prices per
share of the
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Company's common stock as listed in the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which the Company's common stock is listed or on NASDAQ, 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) The Pension Benefit of a Retired Electing Outside Director shall be
payable in equal quarterly installments for his or her lifetime only. No death
or other survivor benefits are payable under the Plan.
(c) In connection with the termination of this Plan as of December 31, 1996
with respect to any Non-Electing Outside Director according to the terms of
Article III above, there shall be established a Pension Replacement Account as
of such date. The opening balance credited to the Pension Replacement Account
shall be based upon a cash amount necessary to provide a stream of future
payments to the Retired Non-Electing Outside Director that is substantially
equivalent to the Pension Benefit accrued under this Plan through December 31,
1996 (the "Accrued Amount"). The Accrued Amount shall be determined according to
a procedure developed by the Plan's outside advisors and approved by the
Committee, as set forth on Appendix A hereto.
The Pension Replacement Account shall be denominated in shares of Company
common stock. The opening balance shall be a credit equal to the number of
shares of such stock that could have been purchased with the Accrued Amount at
the average of the closing prices thereof on each business day during the
immediately preceding month. As of any dividend record date for the Company
common stock, the Pension Replacement Account will be credited with additional
shares equal to the number of shares of Company common stock that could have
been purchased, at the closing price of such shares on such date, with the
amount that would have been paid as dividends on that number of shares
(including fractions of a share) then attributed to the participant's Pension
Replacement Account. In the case of dividends paid in property other than cash,
the amount of the dividend shall be deemed to be the fair market value of the
property at the time of the payment of the dividend, as determined in good faith
by the Committee.
At the Committee's option, a "rabbi trust" may be established with an
independent trustee, and shares of Company common stock transferred thereto on
behalf of each Non-Electing Outside Director in an amount corresponding to the
balance in his or her Pension Replacement Account at the time of transfer.
Thereafter, any dividends paid on shares of Company common stock held in the
rabbi trust will also be deposited to the trust account and will be reinvested
by the trustee in Company common stock and held there until the date for payment
of each of the one or more remaining equal annual installments of the balance in
the Pension Replacement Account, as the Non-Electing Outside Director shall have
specified by his election pursuant to this Section 4.3(c). At the time of each
such payment, the required number
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of shares of Company common stock to make such payment will be converted to cash
by the trustee. If in order to equalize such installments, fractional shares
would have to be converted to cash, then such installments shall be adjusted by
rounding to the nearest whole share prior to conversion to cash.
Commencing the first day of the quarter following the Retired Non-Electing
Outside Director's retirement, the Pension Replacement Account shall be payable
in cash in up to ten (10) equal annual installments or, at his or her election
made before June 30, 1996, in a lump sum payable as soon as feasible following
retirement. If the Retired Non-Electing Outside Director dies prior to having
received all annual installments, then the balance in the Pension Replacement
Account shall be payable to the beneficiary designated by the Retired
Non-Electing Outside Director prior to his or her death in accordance with
procedures established by the Committee.
Article V
ADMINISTRATION
5.1 Except as provided in Section 5.2, the Committee shall mean the Committee on
Directors of the Board or any successor 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.
Article VI
FINANCING
The obligation to pay pension benefits or the balance in a Pension Replacement
Account under the Plan shall constitute a general obligation of the Company in
accordance with the terms of the Plan. A Director shall have only an unsecured
right to payment thereof out of the general assets of the Company.
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 Outside Director or former Outside Director who has
nine or more years of Service, or any Retired Outside Director.
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 or Pension Replacement Account balance 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 same shall be void, and no
Pension Benefits or Pension Replacement Account balance 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 or Pension Replacement Account balance to
which he or she is entitled, such Pension Benefit or Pension Replacement Account
balance 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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