As filed with the Securities and Exchange Commission on December 6, 2012
Registration No. 333-
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 
 
UNILEVER N.V.
(Exact name of company as specified in its charter)

The Netherlands
 
Weena 455
 
None
(State or Other Jurisdiction of
Incorporation or Organization)
 
3013 AL, P.O. Box 760, 3000 DK,
Rotterdam
 
(I.R.S. Employer Identification No.)
   
The Netherlands
   
   
(Address of Principal Executive Offices)
 
   

UNILEVER PLC
(Exact name of company as specified in its charter)

ENGLAND
 
Unilever House
 
None
(State or Other Jurisdiction of
 
100 Victoria Embankment
 
(I.R.S. Employer Identification No.)
Incorporation or Organization)
 
London EC4Y 0DY, England
   
   
(Address of Principal Executive Offices)
 
   

UNILEVER NORTH AMERICA
OMNIBUS EQUITY COMPENSATION PLAN
(Full title of Plan)
 

Steven M. Rapp
Vice President, General Counsel & Secretary
UNILEVER UNITED STATES, INC.
700 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
(Name and address of agent for service)

Tel. No.: (201) 894-2750
(Telephone number, including area code, of agent for service)

 
Copy of all communications to:
Mims Maynard Zabriskie
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
(215) 963-5000
 
 
 
 
 
 

 
CALCULATION OF REGISTRATION FEE


Title of Securities
to be Registered
 
Amount to be
Registered (1)(2)(3)
   
Proposed Maximum
Offering Price
Per Share
   
Proposed Maximum
Aggregate Offering
Price
   
Amount of
Registration Fee (4)
 
Ordinary Shares,
    6,000,000      $ 37.96      $ 227,760,000      $ 31,066.46   
€0.16 par value of Unilever N.V                                
                                 
Ordinary Shares,
                               
3 1/9p par value of Unilever PLC
    1,300,000      $ 38.62      $ 50,206,000      $ 6,848.10   
 
(1) This Registration Statement on Form S-8 covers Ordinary Shares, par value €0.16 per share of Unilever N.V. (“N.V. Ordinary Shares”), a Netherlands corporation (“Unilever N.V.”) and Ordinary Shares, par value 3 1/9 pence of Unilever PLC (“PLC Ordinary Shares”), an English corporation (“Unilever PLC”), which may be offered or sold pursuant to the Unilever North America Omnibus Equity Compensation Plan (the “Plan”).

(2) Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus relating to this registration statement is a combined prospectus relating also to Registration Statements on Form S-8 (File Nos. 333-103491 and 333-103491-01), filed by the registrants on February 27, 2003.  Pursuant to Rule 416, the amount of shares registered on those Registration Statements has been adjusted based on the May 24, 2006 3-for-1 stock split of Unilever N.V. New York Registry Shares and a consolidation of Unilever PLC American Depositary Receipts (“ADRs”) and ordinary shares in the form of ADRs whereby Unilever PLC ADRs, which previously equaled four Unilever PLC ordinary shares, were adjusted to equal one PLC ordinary share resulting in a 1.8-for-1 share adjustment for holders of ordinary shares in the form of ADRs.  Accordingly, the shares registered on the Registration Statements have been adjusted from 40,500,000 Unilever N.V. New York Registry Shares to 121,500,000 ordinary shares and from 65,500,000 ordinary shares in the form of ADRs to 117,900,000 ordinary shares.

(3) Pursuant to Rule 416(a), this registration statement also covers an indeterminate number of shares of N.V. Ordinary Shares and PLC Ordinary Shares that may be issued from time to time under the Plan as a result of stock splits, stock dividends, or similar transactions.

(4) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, solely for the purpose of calculating the registration fee based upon the average of the high and low sales prices of N.V. Ordinary Shares  and PLC Ordinary Shares on November 30, 2012 as reported on the New York Stock Exchange.

 
 

 

 
 
 
 
 
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.
Plan Information. *

Item 2.
Registrant Information and Employee Plan Annual Information. *

*
The documents containing the information specified in this Part I will be sent or given by Unilever N.V. and Unilever PLC (the “Registrants”) to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this registration statement under Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Upon written or oral request, the Registrants will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement. The Registrants will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Any such request should be directed to Steven M. Rapp, Vice President, General Counsel & Secretary, at Unilever United States, Inc., 700 Sylvan Avenue Englewood Cliffs, New Jersey 07632, telephone number (201) 894-2750.
 
 
 
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents by Reference.
 
The following documents filed or furnished with the SEC pursuant to the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) by the Registrants are incorporated by reference into this Registration Statement:

(1) the Registrants’ annual report on Form 20-F for the year ended December 31, 2011, filed with the SEC on March 2, 2012;

(2) the description of the N.V. Ordinary Shares in Amendment No. 4 to the Registration Statement on Form 20-F of Unilever N.V. filed with the SEC on June 12, 1995 (incorporating the description by reference from Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 of Unilever N.V., Unilever Capital Corporation, Unilever United States, Inc. and Unilever PLC filed with the SEC on May 2, 1995), as amended by the information set forth under the headings ‘Introduction’ on page 36, ‘Appointment of Directors’ on page 37, ‘Voting Rights’ on page 41, ‘Share Capital Matters’ on pages 41 and 42, ‘Equalisation Agreement’ on page 42, ‘Note 19 Share capital’ on pages 101 and 102, ‘Ordinary share capital’ on page 114, and ‘Share capital’ on page 123 of the Group’s Annual Report and Accounts 2011 furnished to the SEC on March 2, 2012 under Form 6-K; and

(3) the description of the PLC Ordinary Shares in Amendment No. 1 to the Registration Statement on Form 20-F of Unilever PLC filed with the SEC on September 12, 1997, as amended by the information set forth under the headings ‘Introduction’ on page 36, ‘Appointment of Directors’ on page 37, ‘Voting Rights’ on page 41, ‘Share Capital Matters’ on pages 41 and 42, ‘Equalisation Agreement’ on page 42, ‘Note 19 Share capital’ on pages 101 and 102, ‘Ordinary share capital’ on page 120, and ‘Share capital’ on page 123 of the Group’s Annual Report and Accounts 2011 furnished to the SEC on March 2, 2012 under Form 6-K.

The Registrants’ reports on Form 6-K (to the extent designated therein) and all documents filed by the Registrants pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this Registration Statement modifies or replaces such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement. Any such statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of this Registration Statement.
 
 
 
 
 
 

 
EXPERTS

The consolidated financial statements of Unilever N.V. and Unilever PLC incorporated in this Registration Statement by reference to the Registrants’ Annual Report on Form 20-F for the fiscal year ended December 31, 2011, have been so incorporated in reliance on the reports of PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers LLP, independent registered public accounting firms, given on the authority of said firms as experts in auditing and accounting.

If, and only if, PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers LLP consent to the incorporation by reference in this Registration Statement of its reports relating to audited financial statements and effectiveness of internal control over financial reporting included in a document subsequently filed by the Registrants, such audited financial statements shall be incorporated herein in reliance upon such reports of PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers LLP, independent registered public accounting firms, given on the authority of said firms as experts in auditing and accounting.
 
Item 4. Description of Securities.
 
Not applicable.
 
 
Item 5. Interests of Named Experts and Counsel
 
Not applicable.
 
 
Item 6. Indemnification of Directors and Officers.
 
Section 19.9 of Unilever N.V.’s Articles of Association, as amended, provide that, subject to Dutch law, current and former members of Unilever N.V.’s Board of Directors will be reimbursed (i) for the reasonable costs of defending claims (including claims by Unilever N.V.) for any damages payable by them, based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at Unilever N.V.’s request, (ii) any damages payable by them as a result of an act or failure to act as referred to under (i) above, and (iii) for the reasonable costs of appearing in other legal proceedings in which they are involved as current or former members of the Board of Directors, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf. However, no such reimbursement may be made if and to the extent that (i) a Dutch court has established in a final and conclusive decision that the act or failure to act of the person concerned may be characterized as willful (“opzettelijk”), intentionally reckless (“bewust roekeloos”) or seriously culpable (“ernstig verwijtbaar”), unless Dutch law provides otherwise or the denial of reimbursement would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness or (ii) the costs or financial loss of the person concerned are covered by insurance and the insurer has paid out the costs or financial loss. Section 19.9 further provides that if and to the extent that it has been established by a Dutch court in a final and conclusive decision that the person concerned is not entitled to reimbursement as referred to above, he shall immediately repay the amount reimbursed by Unilever N.V. Unilever N.V. may request that the person concerned provide security for his repayment obligation. Section 19.9 also provides that Unilever N.V. may take out liability insurance for the benefit of the persons concerned. Unilever N.V. has a directors’ and officers’ liability insurance policy.

Article 150 of Unilever PLC’s Articles of Association provides:

        “To the extent permitted by the Companies Acts, the Company may indemnify any Director against any liability and may purchase and maintain for any Director insurance against any liability. No Director of the Company or of any associated company shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company. For the purpose of this article the term “Director” shall include any former Director of the Company.”

Unilever PLC has a directors’ and officers’ liability insurance policy.

Section 1157 of the Companies Act 2006 of the United Kingdom provides:

“(1) If in proceedings for negligence, default, breach of duty or breach of trust against (a) an officer of a company, or (b) a person employed by a company as auditor (whether he is or is not an officer of the company), it appears to the court hearing the case that the officer or person is or may be liable, but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.
 
 
 
 
 

 
(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust (a) he may apply to the court for relief, and (b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.”
 
 
Item 7. Exemption From Registration Claimed.
 
Not applicable.

 
Item 8 Exhibits. 1
 
Exhibit Numbers
 
Description of Exhibit
     
23.1
 
Consent of PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers LLP
24
 
Power of Attorney (included as part of the signature page)
99.1
 
Unilever North America Omnibus Equity Compensation Plan
 
1
No “original issuance securities” shall be issued under the Plan, therefore, in accordance with Item 8(a) of Form S-8 no legality opinion is required.

 
Item 9.
Undertakings.
 
(a) The undersigned registrant hereby undertakes:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
 
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


 
 
 

 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Unilever N.V. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rotterdam, The Netherlands, on December 5, 2012.
 
 
  UNILEVER N.V.,  
       
 
By:
/s/ Paul Polman  
    Paul Polman   
    Chief Executive Officer  
       
 
 
Pursuant to the requirements of the Securities Act of 1933, Unilever PLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, England, on December 5, 2012.
 
 
  UNILEVER PLC,  
       
 
By:
/s/ Paul Polman  
    Paul Polman  
    Chief Executive Officer  
       
 
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on December 5, 2012 by the following persons in the capacities indicated.
 
 
 
 
 
 
 
 
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven M. Rapp, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
 /s/ Michael Treschow    
Michael Treschow  
(Director and Chairman of Unilever N.V. and Unilever PLC)
     
/s/ Paul Polman    
Paul Polman  
(Director and Chief Executive Officer of
   
Unilever N.V. and Unilever PLC)
     
/s/ Jean-Marc Hu ë t    
Jean-Marc Hu ë t  
(Director and Chief Financial Officer of Unilever N.V. and Unilever PLC)
     
/s/ Charles Nichols    
Charles Nichols  
(Controller of Unilever N.V. and Unilever PLC)
     
/s/ Louise Fresco    
Louise Fresco  
(Director of Unilever N.V. and Unilever PLC)
     
/s/ Ann Fudge    
Ann Fudge  
(Director of Unilever N.V. and Unilever PLC)
     
/s/ Charles E. Golden     
Charles E. Golden   
(Director of Unilever N.V. and Unilever PLC)
     
/s/ Byron E. Grote    
Byron E. Grote  
(Director of Unilever N.V. and Unilever PLC)
     
/s/ Sunil Bharti Mittal    
Sunil Bharti Mittal  
(Director of Unilever N.V. and Unilever PLC)
     
/s/ Hixonia Nyasulu    
Hixonia Nyasulu  
(Director of Unilever N.V. and Unilever PLC)
     
/s/ Sir Malcolm Rifkind     
Sir Malcolm Rifkind  
(Director of Unilever N.V. and Unilever PLC)
     
/s/ Kees J. Storm    
Kees J. Storm   
(Director of Unilever N.V. and Unilever PLC)
     
     
Paul Walsh  
(Director of Unilever N.V. and Unilever PLC)
 
 
 
 
 
 
 
INDEX TO EXHIBITS
 
Exhibit Numbers
 
Description of Exhibit
     
23.1
 
Consent of PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers LLP
24
 
Power of Attorney (included as part of the signature page)
99.1
 
Unilever North America Omnibus Equity Compensation Plan
Exhibit 23.1
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting of Unilever N.V. and Unilever PLC, which appear in the Annual Report on Form 20-F for the year ended December 31, 2011.  We also consent to the references to us under the heading “Experts” in such Registration Statement.

Amsterdam, The Netherlands, December 6, 2012
PricewaterhouseCoopers LLP
PricewaterhouseCoopers Accountants N.V.
London, United Kingdom
As auditors of Unilever N.V.
As auditors of Unilever PLC
 
December 6, 2012
   
/s/
/s/
   
   
R.A.J. Swaak RA  


Exhibit 99.1
 
 
 
UNILEVER NORTH AMERICA

OMNIBUS EQUITY COMPENSATION PLAN

As Amended and Restated as of November 1, 2012
 

The Unilever North America Omnibus Equity Compensation Plan (the “Plan” ) has been established to allow Unilever N.V. and Unilever PLC and their subsidiaries to implement the Unilever global share schemes ( “Unilever Global Share Schemes” ) that are approved from time to time by the Boards of Directors (collectively, the “Unilever Board” ) and shareholders of Unilever N.V. and Unilever PLC in North America.  The Plan is maintained for the benefit of eligible employees of Unilever United States, Inc., Unilever Canada Inc., Unilever de Puerto Rico, Inc., their subsidiaries and other designated entities.

The purpose of the Plan is to provide designated employees with the opportunity to receive grants of performance shares, phantom shares, stock awards, stock options, and other awards payable in, based upon or otherwise related to shares of Unilever N.V. and Unilever PLC (collectively, “Unilever Group” and each, a “Parent Corporation” ), which are the corporate parents of Unilever United States, Inc., Unilever Canada Inc. and Unilever de Puerto Rico, Inc. and their affiliates. The Plan also provides for the deferral of compensation pursuant to the Unilever United States Deferred Compensation Plan.

The Plan was established effective as of November 14, 2002 as the Unilever North America 2002 Omnibus Equity Compensation Plan (the “2002 Plan” ) and was a successor to the Unilever North America 1992 Stock Option Plan, as amended, the Unilever North America 2001 Omnibus Stock Plan, the Unilever North America Performance Share Plan, and the Amended and Restated Unilever North America Share Bonus Plan (collectively, the “Prior Plans” ).  The Prior Plans were merged into the 2002 Plan as of November 14, 2002.  Outstanding grants under the Prior Plans continued in effect according to their terms as in effect on the effective date (subject to such amendments as the Committee determines, consistent with the Prior Plans), and the Shares with respect to outstanding grants under the Prior Plans are distributable under this Plan.
 
 
 
 
 

 
The Plan is hereby amended and restated effective as of November 1, 2012 to change the name of the Plan to the “Unilever North America Omnibus Equity Compensation Plan,” eliminate the term of the Plan and make other appropriate changes.  The amended and restated Plan shall apply to Grants (as defined below) made after the effective date of the restatement.

The Plan is intended to provide incentives to designated Unilever employees to increase their efforts on behalf of the Unilever Group and their proprietary interests in Unilever, thus further aligning their interests with those of other shareholders of Unilever.

1.            ADMINISTRATION

(a)            Committee .  The Plan shall be administered and interpreted by the North America Compensation Committee or another committee appointed by the Board of Directors of Unilever United States, Inc. (the “Committee” ).  The Committee will take actions based on similar actions of the Unilever Board or the Remuneration Committee of the Unilever Board under the applicable Unilever Global Share Scheme, where appropriate.

(b)            Committee Authority .  The Committee shall have the sole discretionary authority to (i) determine the Employees to whom Grants shall be made under the Plan, (ii) determine the type, size and terms of the Grants to each such individual, (iii) determine the time when Grants will be made and the duration of any applicable restrictions and conditions, including performance conditions, where appropriate, (iv) require confidentiality, non-solicitation, non-competition and other covenants as a condition of Grants, where appropriate, (v) amend the terms of any previously issued Grant, (vi) establish guidelines pursuant to which Grants shall be made, (vii) determine whether performance conditions have been met and make any appropriate adjustments with respect to performance conditions and the amounts payable upon satisfaction of performance conditions, and (viii) deal with any other matters arising under the Plan.  The Committee may delegate its authority under the Plan, including its ability to determine the type, size and terms of grants to Employees, to one or more sub-committees or individuals, as the Committee deems appropriate and to the extent allowed by applicable law.  To the extent that the Committee delegates its authority under the Plan, references in the Plan to the “Committee” shall be deemed to include the sub-committee or individuals to whom the Committee has delegated authority.
 
 
 
2
 

 
(c)            Committee Determinations .   The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, guidelines, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion.  The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder.  All powers of the Committee shall be executed in its sole discretion, in the best interest of the Unilever Group, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.

2.             GRANTS AND AUTHORIZED SHARES

(a)            Grants .  Awards under the Plan may consist of grants of (i) performance shares or phantom shares as described in Section 4 (“Performance Shares” and “Phantom Shares” ), (ii) stock awards as described in Section 5 ( “Stock Awards” ), (iii) stock options as described in Section 6 ( “Options”), and (iv) other awards as described in Section 7 (“Other Awards” ) (collectively referred to as “Grants” ).  All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in an award letter, summary of award terms or other award communication (the “Grant Terms” ) established by the Committee for the particular type of Grant.  All Grants shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Grant.  The Committee shall approve the form and provisions of each Grant.
 
 
 
3
 

 
(b)            Authorized Shares .  The shares awarded under the Plan shall consist of (i) Ordinary Shares of the New York Registry of Unilever N.V. (“Unilever N.V. New York Shares” ), (ii) Ordinary Shares of Unilever N.V. ( “Unilever N.V. Ordinary Shares”), (iii) Ordinary Shares of Unilever PLC ( “Unilever PLC Ordinary Shares”) and (iv) American Shares of Unilever PLC, evidenced by Depositary Receipts issued in New York (each representing one Ordinary Share of Unilever PLC) ( “Unilever PLC ADRs” ) (collectively referred to as “Shares” ).

(c)            Shares Reserved .  Subject to adjustment as described in Section 3(c) below, the aggregate number of Shares that may be transferred under the Plan is (i) 121,500,000 Unilever N.V. New York Shares, (ii) 117,900,000 Unilever PLC ADRs, (iii) 6,000,000 Unilever N.V. Ordinary Shares, and (iv) 1,300,000 Unilever PLC Ordinary Shares.  The aggregate Share numbers include Shares distributable with respect to outstanding Grants under the 2002 Plan as of the effective date of the 2012 restatement of the Plan.

(d)            Shares Authorized for Grants.   The Shares to be transferred under the Plan shall be treasury Shares or other reacquired Shares, including Shares purchased by a Unilever Group member on the open market for purposes of the Plan.  If any Grants made under this Plan or a   Prior Plan are forfeited or expire or are terminated unexercised, the Shares subject to such Grants shall be available for purposes of the Plan.  Shares surrendered in payment of the exercise price of an Option, and shares withheld or surrendered for payment of taxes with respect to any Grant, shall be available for re-issuance under the Plan.   To the extent that Grants are designated in the Grant Terms to be paid in cash, and not in Shares, the Grants shall not count against the share limits under the Plan.
 
 
 
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(e)            Adjustments .  If there is any change in the number or kind of Shares outstanding (i) by reason of a share dividend, spinoff, recapitalization, share split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Shares as a class without Unilever’s receipt of consideration, or if the value of outstanding Shares is substantially reduced as result of a spinoff or Unilever’s payment of any extraordinary dividend or distribution, the maximum number of Shares available for issuance under the Plan, the kind and number of Shares covered by outstanding Grants, the kind and number of Shares to be issued or issuable under the Plan, and the price per Share or the applicable market value of such Grants shall be equitably adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.  Any adjustments to outstanding Grants shall be consistent with the requirements of the applicable Unilever Global Share Scheme, as the Committee deems appropriate, and shall be consistent with Sections 409A and 162(m) of the Internal Revenue Code of 1986, as amended (the “Code” ), to the extent applicable.  The adjustments of Grants under this Section 2(e) shall include adjustment of Shares, exercise price of Options, performance conditions or other terms and conditions, as the Committee deems appropriate.  Any adjustments determined by the Committee shall be final, binding and conclusive.

3.            ELIGIBILITY FOR PARTICIPATION

(a)            In General .  Except as otherwise determined by the Committee, all employees of the Unilever Group ( “Employees” ), including employees who are officers or directors of Unilever or any Unilever subsidiary, shall be eligible to receive Grants under the Plan.  For purposes of the Plan, the term “Employee” shall mean common law employees as determined by the Unilever Group, and shall not include an independent contractor or any other person who is not treated by a Unilever Group member as an employee for purposes of the withholding of United States Federal employment taxes or the withholding of employment-related taxes under the laws of another taxing authority, regardless of any contrary governmental or judicial determination relating to such employment status or tax withholding.  If a person described in the preceding sentence is subsequently reclassified or determined to be an employee by the Internal Revenue Service, any other governmental agency or authority, or a court, or if a Unilever Group member is required to reclassify such an individual as an employee as a result of such reclassification or determination (including any reclassification by a Unilever Group member in settlement of any claim or action relating to such individual’s employment status), such individual will not become eligible to receive Grants under the Plan by reason of such reclassification or determination, unless otherwise determined by the Committee on a prospective basis.
 
 
 
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(b)            Selection of Participants .  The Committee shall select the Employees to receive Grants and shall determine the number of Shares subject to a particular Grant in such manner as the Committee determines.  Employees who receive Grants under this Plan shall hereinafter be referred to as “Participants.”

4.             PERFORMANCE SHARES AND PHANTOM SHARES

The Committee may grant Performance Shares or Phantom Shares to an Employee upon such terms as the Committee deems appropriate.

(a)            Number and Type of Shares .  The Committee shall determine the number and type of Shares to which Performance Shares or Phantom Shares shall relate or that may be issued or transferred pursuant to Performance Shares or Phantom Shares.

(b)            Performance Share and Phantom Share Provisions .  Each Performance Share or Phantom Share shall represent the right of the Participant to receive an amount based on the fair market value of a Share, the appreciation in fair market value of a Share or such other measurement as the Committee deems appropriate, if the conditions (if any) established by the Committee are met.  The Committee shall determine (i) the terms and conditions of each Performance Share or Phantom Share, including any applicable performance conditions, (ii) whether Performance Shares or Phantom Shares will be payable in cash, in Shares or in a combination of the two, and (iii) any other requirements with respect to Performance Shares or Phantom Shares as the Committee deems appropriate.

5.             STOCK AWARDS

The Committee may grant a Stock Award to an Employee upon such terms as the Committee deems appropriate.

(a)            Number and Type of Shares .  The Committee shall determine the number and type of Shares to be issued or transferred pursuant to a Stock Award.
 
 
 
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(b)            Stock Award Provisions .  The Committee may grant Stock Awards for consideration or for no consideration, and subject to restrictions or no restrictions, as determined by the Committee.  The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of performance conditions.  The Committee shall determine any other requirements, conditions and restrictions with respect to Stock Awards as the Committee deems appropriate.

(c)            Right to Vote and to Receive Dividends .  The Committee shall determine whether the Participant shall have the right to vote the Shares covered by Stock Awards and the extent to which the Participant may receive any dividends or other distributions paid on such Shares.

6.            OPTIONS

The Committee may grant an Option to an Employee upon such terms as the Committee deems appropriate.  Options shall be nonqualified stock options for United States tax purposes.

(a)            Number and Type of Shares .  The Committee shall determine the number and type of Shares that will be subject to each Grant of Options.

(b)            Option Provisions .  The exercise price of an Option shall be determined by the Committee and shall be equal to or greater than the fair market value of a Share on the date the Option is granted.  The Committee shall determine (i) when and under what conditions the Option may be exercised, (ii) the periods during which the Option may be exercised, and (iii) any other restrictions, conditions and requirements with respect to the Option as the Committee deems appropriate.

(c)            Exercise of Options .  A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to such person or entity as the Committee shall designate.  The Participant shall pay the exercise price in a manner authorized by the Committee, which may include payment in any of the following forms approved by the Committee: (i) in cash, (ii) by delivering Shares owned by the Participant and having a fair market value on the date of exercise equal to the exercise price or by attestation to ownership of Shares having an aggregate fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by net exercise, or (v) by such other method as the Committee may approve.  Payment for the Shares pursuant to the Option, and any required withholding taxes, must be received by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance of the Shares.
 
 
 
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7.            OTHER AWARDS

The Committee may grant to Employees Other Awards that are payable in Shares or cash, based upon or otherwise related to Shares, including stock appreciation rights and other rights, on such terms and conditions as the Committee deems appropriate.  The Committee shall determine (i) the amount and value of such Other Awards, (ii) the type of Shares to which Other Awards will relate, (iii) whether Other Awards will be payable in cash, in Shares or in a combination of the two, and (iv) such other terms, conditions and requirements as the Committee deems appropriate.

8.            DIVIDEND EQUIVALENTS

When the Committee grants Performance Shares, Phantom Shares or Other Awards (other than stock appreciation rights), the Committee may grant Dividend Equivalents in connection with such Grants under such terms and conditions, including performance conditions, as the Committee deems appropriate.  A “Dividend Equivalent” is an amount determined by multiplying the number of Shares subject to a Grant by the per-Share cash dividend, or the per-share fair market value (as determined by the Committee) of any dividend in consideration other than cash, paid by Unilever on its Shares.  Dividend Equivalents may be paid to Employees currently or may be deferred, consistent with Section 409A of the Code, as determined by the Committee.  All Dividend Equivalents that are not paid currently shall be credited to book accounts on the Unilever Group’s records for purposes of the Plan.  Dividend Equivalents may be accrued as a cash obligation, or may be converted to additional Performance Shares, Phantom Shares or Shares of Other Awards for the Employee, as determined by the Committee.  Unless otherwise specified by the Committee, deferred Dividend Equivalents will not accrue interest.  Dividend Equivalents may be payable in cash or Shares or in a combination of the two, as determined by the Committee.
 
 
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9.            DEFERRALS

The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of Shares and other amounts that would otherwise be due to such Participant in connection with any Grant other than Options or Other Awards in the form of stock appreciation rights.

10.            TRANSFERABILITY OF GRANTS

Except as the Committee may otherwise determine, only the Participant may exercise rights under a Grant during the Participant’s lifetime.  A Participant may not transfer rights with respect to a Grant except by will or by the laws of descent and distribution or as permitted by the Committee in accordance with applicable law.  When a Participant dies, the personal representative or other person entitled to succeed to the rights of the Participant may exercise such rights in accordance with their terms.  Such personal representative or other person must furnish proof satisfactory to the Committee of his or her right to exercise an Option or receive payment with respect to any Grant under the Participant’s will or under the applicable laws of descent and distribution.

11.            LIMITATIONS ON TRANSFER OF SHARES

No Shares shall be transferred in connection with any Grant unless and until all legal requirements and Unilever policies applicable to the transfer of such Shares have been complied with to the satisfaction of the Committee.  The Committee shall have the right to condition any Grant on the Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such Shares as the Committee shall deem necessary or advisable. Shares transferred under the Plan will be subject to such stop-transfer orders, legends and other restrictions as the Committee deems appropriate, including restrictions required by applicable laws, regulations and interpretations.

12.            WITHHOLDING OF TAXES

(a)            Required Withholding .  All Grants under the Plan shall be subject to applicable United States, Canada, Puerto Rico or other country, state or province and local income tax and social security withholding requirements.  The Participant’s employer shall have the right to deduct from all Grants paid in Shares or cash, or from other wages paid to the Participant, any taxes required by law to be withheld with respect to such Grants.  In the case of Grants paid in Shares, the Participant or other person receiving Shares or exercising Options may be required to pay to the appropriate representative of the Unilever Group the amount of any taxes that such employer is required to withhold with respect to such Grants, or the Participant’s employer may deduct from other wages payable to the Participant the amount of any withholding taxes due with respect to such Grants.
 
 
 
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(b)            Election to Withhold Shares .  The Committee may determine that the employer’s tax withholding obligation with respect to Grants paid in Shares shall be satisfied by having Shares withheld, at the time such Grants become taxable, or the Committee may allow Participants to elect to have such share withholding applied to particular Grants.  For any Grants that are subject to U.S. GAAP financial accounting rules, Shares may be withheld up to an amount that does not exceed the minimum applicable withholding tax rate for U.S. Federal state and local tax liabilities.  The election must be in a form and manner prescribed by the Committee and may be subject to the prior approval of the Committee.

13.            CHANGE OF CONTROL

(a)            Change of Control Terms .  The Committee may establish such terms for Grants, and may take actions as described below, in the event of a Change of Control (as defined below) or other corporate transaction as the Committee deems appropriate and consistent with the applicable Unilever Global Share Scheme.

(b)            Assumption of Grants .  Upon a Change of Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options that are not exercised shall be assumed by, or replaced with comparable options by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other Grants that remain outstanding after the Change of Control shall be converted to similar Grants of the surviving corporation (or a parent or subsidiary of the surviving corporation).
 
 
 
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(c)            Other Alternatives .  Notwithstanding the foregoing, in the event of a Change of Control, the Committee may take any of the following actions with respect to any or all outstanding Grants, without the consent of any Participant: (i) the Committee may determine that the vesting of Grants shall automatically accelerate and that Options shall become fully exercisable, (ii) the Committee may require that Participants surrender their outstanding Options in exchange for a payment by the Company, in cash or Shares as determined by the Committee, in an amount equal to the amount, if any, by which the then fair market value of the Shares subject to the Participant’s unexercised Options exceeds the exercise price, (iii) after giving Participants an opportunity to exercise their outstanding Options, the Committee may terminate any or all unexercised Options at such time as the Committee deems appropriate, and (iv) with respect to Participants holding Stock Awards, Performance Shares, Phantom Shares or Other Awards, the Committee may determine that such Participants shall receive a payment in settlement of such Grants in such amount and form as may be determined by the Committee.  Such surrender or termination shall take place as of the date of the Change of Control or such other date as the Committee may specify.  Without limiting the foregoing, if the per share fair market value of the Shares does not exceed the per share exercise price, Unilever shall not be required to make any payment to the Participant upon surrender of the Option.

(d)            Change of Control .  Unless otherwise determined by the Committee, a “ Change of Control” shall be deemed to have occurred if, with respect to either or both of Unilever:

(i)           Any “person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of a Parent Corporation representing more than 50% of the voting power of the then outstanding securities of such Parent Corporation; provided that a Change of Control shall not be deemed to occur as a result of a transaction in which a Parent Corporation becomes a subsidiary of another corporation and in which the shareholders of such Parent Corporation immediately prior to the transaction will beneficially own, immediately after the transaction, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the new parent corporation would be entitled in the election of directors; or
 
 
 
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(ii)           The consummation of (i) a merger or consolidation of a Parent Corporation with another corporation where the shareholders of such Parent Corporation immediately prior to the merger or consolidation will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors, (ii) a sale or other disposition of all or substantially all of the assets of a Parent Corporation or (iii) a liquidation or dissolution of a Parent Corporation.

14.            AMENDMENT AND TERMINATION OF THE PLAN

(a)            Amendment or Termination of Plan .  The Committee may amend or terminate the Plan at any time.

(b)            Termination and Amendment of Outstanding Grants .  A termination or amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of the Participant unless the Participant consents or unless the Committee acts under Section 15(c).  The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant.  Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 15(c) or may be amended by agreement of the Committee (or its delegate) and the Participant consistent with the Plan.

15.            MISCELLANEOUS PROVISIONS

(a)            Grants in Connection with Corporate Transactions and Otherwise .  Nothing contained in the Plan shall be construed to (i) limit the right of the Committee to make Grants under the Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees of a member of the Unilever Group or for other proper corporate purposes, or (ii) limit the right of any member of the Unilever Group to grant stock options or make other awards outside of the Plan.  Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving a member of the Unilever Group in substitution for a stock option or other grant made by such corporation.  The terms and conditions of the substitute grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives.  The Committee shall prescribe the provisions of the substitute grants.
 
 
 
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(b)            Clawback and Other Policies .  All Grants under the Plan shall be subject to forfeiture or recoupment in accordance with the terms of any applicable clawback or recoupment policy adopted by the Unilever Board from time to time, and all Grants shall be subject to the Unilever Share Dealing Code and other applicable Unilever policies.

(c)            Compliance with Law .  The Plan and the obligations of the Unilever Group to transfer Shares shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required.  The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation.

(d)            Funding of the Plan .  The Plan shall be unfunded.  The Committee shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under the Plan.

(e)            Rights of Participants .  Nothing in the Plan shall entitle any Employee or other person to any claim or right to be awarded a Grant under the Plan.  Neither the Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of any member of the Unilever Group or any other employment rights.

(f)            Governing Documents .  The Plan and the Grant Terms shall be the controlling documents.  No other statements, representations, explanatory materials or examples, oral or written, may amend the Plan or Grant Terms in any manner.  The Plan and the Grant Terms shall be binding upon and enforceable against the Unilever Group and its successors and assigns.

(g)            Employees Subject to Taxation and Other Applicable Laws Outside the United States .  With respect to Participants who are subject to taxation in countries other than the United States, the Committee may make Grants on such terms and conditions as the Committee deems appropriate to comply with the laws of the applicable countries, and the Committee may create such procedures, addenda and subplans and make such modifications as may be necessary or advisable to comply with such laws.
 
 
 
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(h)            No Waiver .  The failure by a Unilever Group member or the Committee to exercise any right, authority or discretion granted hereunder shall not be construed as waiving any such right, authority, or discretion, or as granting any other party any rights whatsoever.  No waiver shall be valid unless made in writing in an instrument signed by a designated officer of the Unilever Group.

(i)            Section 409A .  The Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable.  All Grants shall be construed and administered such that the Grant either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code.  If a Grant is subject to Section 409A of the Code, (i) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code, (iii) payments to be made upon a Change of Control shall only be made upon a “change of control event” under Section 409A of the Code, (iv) unless the Grant specifies otherwise, each payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (v) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code.  Any Grant awarded under the Plan that is subject to Section 409A of the Code and that is to be distributed to a key employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Grant shall be postponed for six months following the date of the Participant’s separation from service, if required by Section 409A of the Code.  If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid within 30 days after the end of the six-month period.  If the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death.  The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the “specified employee” requirements of Section 409A of the Code.
 
 
 
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(j)            Governing Law; Jurisdiction; Waiver of Jury Trial .  The validity, construction, interpretation and effect of the Plan and the Grants under the Plan, and any dispute arising under or related thereto, whether in contract, tort or otherwise, shall be governed by the laws of the State of New York, without reference to its conflicts of law principles.  Each party to a Grant irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in connection with the Plan or the Grants or disputes relating hereto may be brought only in the United States District Court for the Southern District of New York, or if such court does not have jurisdiction, in the courts of the State of New York located in New York County, and each party to a Grant hereby irrevocably accepts and submits to the exclusive jurisdiction of the aforesaid courts in personam , with respect to any such action, suit or proceeding.  Each party to a Grant waives, to the fullest extent permitted by law, any right to trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any rights or remedies under, or arising in connection with or relating to, the Plan or the Grants.  No party to a Grant shall be liable for punitive, exemplary or special damages of any nature whatsoever arising out of the Plan or the Grants.

 
 
 
 
 
 
 
 
 
 
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