Amendment to Employment Offer Letter Agreement between Avon Products, Inc. and Kimberly Ross

Summary

This amendment updates the employment agreement between Avon Products, Inc. and Kimberly Ross, specifically revising the terms of her eligibility and participation in the company's long-term incentive program. Starting in 2012, Ross will participate in the Executive Vice President-level incentive plan, receiving awards based on performance, with a recommended target of 230% of her base salary. The amendment also confirms a one-time stock award in lieu of 2011 participation, vesting in 2014. Both parties have agreed to these revised terms as of February 2012.

EX-10.51 4 dex1051.htm AMENDMENT TO EMPLOYMENT OFFER LETTER AGREEMENT BETWEEN AVON PRODUCTS, INC. AND KIMBERLY ROSS Ex 10.51

EXHIBIT 10.51

[Company Letterhead]

February 8, 2012

Ms. Kimberly Ross

Avon Products, Inc.

1345 Avenue of the Americas

New York, N.Y. 10105-0196

Dear Kimberly:

Reference is made to your employment letter agreement with Avon Products, Inc. ("Avon") dated May 18, 2011 (the "Employment Letter Agreement"). Avon and you have agreed to amend the fifth paragraph of the Employment Letter Agreement by replacing such paragraph in its entirety with the following:

“You will be eligible to participate in the long-term incentive program available to all Executive Vice President (“EVP”) level associates beginning in 2012. You will receive your first regular award in 2012 and participate in the 2012-2014 performance cycle. Long-term incentives are currently delivered 70% in performance-based restricted stock units (“PRSUs”) and 30% in performance-based cash. PRSUs are generally settled in shares of Avon common stock. The number of PRSUs that vest and the payout percentage for performance cash are subject to performance against pre-set goals. Cycles are generally three years in duration. We will recommend to the Compensation Committee that your target award in 2012 be 230% of base salary. In addition, in lieu of participating in the long-term incentive program in 2011, you agreed to receive a one-time RSU award under the Avon Products, Inc. 2010 Stock Incentive plan. It was granted at a value equal to 230% of base salary ($1,725,000) and will vest 100% on April 6, 2014. Such time-based RSUs will not receive dividend equivalent rights prior to vesting. Settlement is generally in shares of Avon stock.”

Please sign below to acknowledge your agreement to the terms of this letter and the amendment made by this letter to the Employment Letter Agreement, and return this letter to me.



	Sincerely,

	AVON PRODUCTS, INC.



	By: /s/ Lucien Alziari
	Name: Lucien Alziari
	Title: Senior Vice President, Human Resources
	and Corporate Responsibility

cc: Andrea Jung, Chief Executive Officer

Gina Fitzsimons, Executive Director, Global Compensation and Benefits

Acknowledged and agreed:



/s/ Kimberly Ross		2/14/2012

Kimberly Ross		Date