Separation Agreement between Henning Jakobsen and Colgate-Palmolive Company

Employment.  Your last day of employment with the Company will be December 31, 2020 (“Last Day of Employment”).  You will continue to receive your salary at your regular rate of pay through your Last Day of Employment; however, your title will change from Chief Financial Officer to Senior Vice President effective on or around November 9, 2020.  Any expense reports must be submitted by your Last Day of Employment, and the Company will reimburse you for any approved expenses as soon as administratively feasible in accordance with the Company’s policies and practices.  Where applicable, you must pay any outstanding Company credit card balance by your Last Day of Employment.

Severance.  Upon execution of this Agreement and the release attached as Exhibit A which must be executed on, but not before, your Last Day of Employment with the Company, the expiration of the seven (7) day revocation period provided for in Paragraph 14(g) of this Agreement and in Exhibit A, and your return of all Company property, and provided you remain an employee in good standing and continue to satisfactorily perform your duties and responsibilities through your Last Day of Employment, the Company will provide you with the severance and transition benefits set forth in the Summary, attached hereto as Exhibit B and incorporated herewith (the “Summary”).  Notwithstanding any provision of this Agreement to the contrary, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in no event shall the timing of your execution of this Agreement or release in Exhibit A, directly or indirectly, result in you designating the calendar year of payment of any amounts set forth in the Summary, and if a payment that is subject to the execution of this Agreement and the release in Exhibit A could be made in more than one taxable year, payment shall be made in the later taxable year.

Release.

In consideration of (i) the severance and transition benefits set forth in Paragraph 2 hereof and the Summary, and (ii) your eligibility to receive the severance and transition benefits by working through your Last Day of Employment, you agree to execute Exhibit A, and, in addition, to the fullest extent permitted by law you waive, release and forever discharge the Company and each of its past and current parents, subsidiaries, affiliates and each of its and their respective past and current directors, officers, trustees, employees, representatives, agents, employee benefit plans and such plans’ administrators, fiduciaries, trustees, recordkeepers and service providers, and each of its and their respective successors and assigns, each and all of them in their personal and representative capacities (collectively the “Company Releasees”) from any and all claims legally capable of being waived, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to U.S., Swiss and/or Danish federal, state or local statute, regulation, ordinance or common law, which you now have, ever have had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to you, from the beginning of time until the date of execution of this Agreement, arising out of or relating in any way to your employment relationship with the Company or the Company Releasees or other associations with the Company or the Company Releasees or any termination thereof.  Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right, to the extent legally capable of being waived, based upon or arising under any U.S, Swiss, and/or Danish federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, the Age Discrimination in Employment Act (29 U.S.C. Section 621, et seq.) (“ADEA”), the Older Workers’ Benefits Protection Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, 42 U.S.C. Section 1981, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans With Disabilities Act, and the Family and Medical Leave Act of 1993, including all amendments thereto.

You also agree to waive any right to bring, maintain, or participate in a class action, collective action, or representative action against the Company and/or the Company Releasees to the fullest extent permitted by law.  You agree that you may not serve as a representative of a class action, collective action, or representative action, may not participate as a member of a class action, collective action, or representative action, and may not recover any relief from a class action, collective action, or representative action.  You further agree that if you are included within a class action, collective action, or representative action, you will take all steps necessary to opt-out of the action or refrain from opting in, as the case may be.  You are not waiving any right to challenge the validity of this Paragraph 3(b) on any grounds that may exist in law and equity.  However, the Company and the Company Releasees reserve the right to attempt to enforce this Agreement, including this Paragraph 3(b), in any appropriate forum.

Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by you of, or prevents you  from making or asserting:  (i) any claim or right you may have under COBRA; (ii) any claim or right you may have for unemployment insurance or workers’ compensation benefits; (iii) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (iv) any medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan; (v) any claim or right that may arise after the execution of this Agreement; (vi) any claim or right you may have under this Agreement; or (vii) any claim that is not otherwise waivable under applicable law.  In addition, nothing herein shall prevent you from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or similar federal or state agency or your ability to participate in any investigation or proceeding conducted by such agency; provided, however, that pursuant to Paragraph 3(a), you are waiving any right to recover monetary damages or any other form of personal relief in connection with any such charge, complaint, investigation or proceeding. To the extent you receive any personal or monetary relief in connection with any such charge, complaint, investigation or proceeding, the Company will be entitled to an offset for the payments made pursuant to Paragraph 2 of this Agreement.

Return of Property.  Upon termination of your employment, you agree to promptly return to the Company all of its property, including, but not limited to, computers, PDA’s, cell phones, files, documents, identification cards, credit cards, keys, equipment, software and data, however stored.

No Additional Entitlements.  You agree that: (i) you have received all entitlements due from the Company relating to your employment with the Company, including but not limited to, all wages earned, sick pay, vacation pay, overtime pay, and any paid and unpaid personal leave for which you were eligible and entitled, and that no other entitlements are due to you other than as set forth in this Agreement; and (ii) the Company shall have the right to deduct from the amounts payable pursuant to this Agreement any money owed to the Company by you for a loan or advance paid to you by the Company during your employment, when allowable by the loan agreement and applicable law.

Transition. You agree that you will assist the Company with an orderly and professional transition of your responsibilities through your Last Day of Employment.

Cooperation. You agree that upon the Company’s reasonable notice to you, you shall cooperate with the Company and its counsel (including, if necessary, preparation for and appearance at depositions, hearings, trials or other proceedings) with regard to any past, present or future legal or regulatory matters that relate to or arise out of matters you have knowledge about or have been involved with during your employment with the Company.  In the event that such cooperation is required, you will be reimbursed for reasonable expenses incurred in connection therewith.

Confidentiality of the Agreement.  Except as expressly permitted in Paragraph 12 of this Agreement and/or as otherwise required by law, the parties, including the Company Releasees, shall not disclose the terms of this Agreement, or the circumstances or allegations giving rise to this Agreement, to any person other than their respective attorneys, immediate family members, accountants, financial advisors or corporate employees who have a business need to know such terms in order to approve or implement such terms.

Protection of Confidential Information, Non-Competition and Other Restrictive Covenants.  Except as expressly permitted in Paragraph 12 of this Agreement or if otherwise required by law:

You hereby acknowledge your existing obligation to maintain the confidentiality of the Company’s information as contained in the Company’s Code of Conduct.  You affirm that you agreed to be bound by the Code of Conduct when you signed the Code of Conduct Certification (which is hereby incorporated by this reference).

Without limiting the generality of the foregoing obligations set forth in Paragraph 10(a), you agree that you will not, at any time, directly or indirectly, disclose any trade secret, confidential or proprietary information you have learned by reason of your association with the Company (the “Confidential Information”) or use any such Confidential Information to the detriment of the Company, its parents, affiliates or subsidiaries, or to the benefit of any business or enterprise that competes with the Company, its parents, affiliates or subsidiaries.  Confidential Information is deemed to include, but is not limited to, information pertaining to Company strategic plans, advertising and marketing plans, sales plans, formulae, processes, methods, machines, ideas, concepts, new product developments, proposed launches, discontinuance of existing products, product and consumer testing data, sales and market research, technology research and development, budgets, profit and loss data, raw material costs, identity of suppliers, customer lists, customer information, non-public information about employees that is maintained as confidential by the Company, improvements, inventions, and associations with other organizations that the Company has not previously made public.  Confidential Information does not include information that can be shown by written evidence to be in the public domain at the time of disclosure by you or that is publicized or otherwise becomes part of the public domain through no fault of your own.

You further acknowledge and agree that the Company’s ability to successfully operate its business depends on its retaining skilled employees and that the Company and its affiliates have invested and will continue to invest substantial resources in training such employees.

Non-Disparagement.

Except as expressly permitted in Paragraph 12 of this Agreement, you agree that you shall not at any time make any written or verbal comments or statements of a defamatory or disparaging nature regarding the Company and/or the Company Releasees or their personnel or products and you shall not take any action that would cause the Company and/or the Company Releasees or their personnel or products any embarrassment or humiliation or otherwise cause or contribute to their being held in disrepute.

The Company agrees that it will use its best efforts to ensure that none of its representatives makes any written or verbal comments or statements of a defamatory or disparaging nature regarding you or takes any action that would cause you any embarrassment or humiliation or otherwise cause or contribute to your being held in disrepute while they are employed by the Company and acting in their capacity as Company representatives.

Permitted Conduct.    Nothing in this Agreement shall prohibit or restrict you  from lawfully (A) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (B) responding to any inquiry or legal process directed to you individually (and not directed to the Company and/or its subsidiaries) from any such Governmental Authorities; (C) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (D) making any other disclosures that are protected under the whistleblower provisions of any applicable law.   Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Nor does this Agreement require you to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or to notify the Company that you have engaged in any such conduct.

Non-Admission.  It is understood and agreed that neither the execution of this Agreement, including Exhibit A, nor the terms of the Agreement, including Exhibit A, constitute an admission of liability to you by the Company or the Company Releasees, and such liability is expressly denied.  It is further understood and agreed that no person shall use the Agreement, including Exhibit A, or the consideration paid pursuant thereto, as evidence of an admission of liability, inasmuch as such liability is expressly denied.

Acknowledgments.  You hereby acknowledge that:

The Company advises you to consult with an attorney before signing this Agreement and Exhibit A;

You have obtained independent legal advice from an attorney of your own choice with respect to this Agreement and all exhibits, or you have knowingly and voluntarily chosen not to do so;

You are freely, voluntarily and knowingly entering into this Agreement after due consideration;

You have had a minimum of twenty-one (21) days to review and consider this Agreement and  all exhibits;

If you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the twenty-one (21) day consideration period provided for in Paragraph 14(d) above has expired, and you will accept the terms of Exhibit A on, but not before, your Last Day of Employment with the Company;

You and the Company agree that changes to the Company’s offer contained in this Agreement, whether material or immaterial, will not restart the twenty-one (21) day consideration period provided for in Paragraph 14(d) above;

You have a right to revoke this Agreement and/or Exhibit A by notifying the undersigned Company representative in writing, via hand delivery, facsimile or electronic mail, within seven (7) days of your execution of this Agreement and/or Exhibit A;

In exchange for your waivers, releases and commitments set forth herein, and in Exhibit A, including your waiver and release of all claims arising under the Age Discrimination in Employment Act, the payments, benefits and other considerations that you are receiving pursuant to this Agreement and all exhibits exceed any payment, benefit or other thing of value to which you would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and

No promise or inducement has been offered to you, except as expressly set forth herein, and you are not relying upon any such promise or inducement in entering into this Agreement and/or Exhibit A.  Your employment remains at-will and this Agreement does not confer upon you any right or obligation to continue in the employ of the Company for any period of time.

Revocation by the Company.  You agree that if you fail to execute and return this Agreement to the Company within the time specified herein for your review and consideration, the promises and agreements made by the Company herein will be revoked.

Medicare Disclaimer.  You acknowledge that you are not a Medicare Beneficiary as of the time you enter into this Agreement.  To the extent that you are a Medicare Beneficiary, you agree to contact a Company Human Resources Representative for further instruction.

Miscellaneous.

Entire Agreement.  This Agreement, including all exhibits, sets forth the entire agreement between you and the Company and replaces any other oral or written agreement between you and the Company relating to the subject matter of this Agreement and all exhibits, except for your prior obligations of confidentiality   and any restrictive covenants set forth in equity agreements as referenced in Paragraph 10 above, which shall continue in full force and effect.

Governing Law.  This Agreement, including all exhibits, shall be construed, performed, enforced and in all respects governed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.  Additionally, all disputes arising from or related to this Agreement and/or exhibits shall be brought in a state or federal court situated in the State of New York, New York County and the parties hereby expressly consent to the jurisdiction of such courts for all purposes related to resolving such disputes.

Severability.  Should any provision of this Agreement, including any exhibits, be held to be void or unenforceable, the remaining provisions shall remain in full force and effect, to be read and construed as if the void or unenforceable provisions were originally deleted.

Amendments.  This Agreement may not be modified or amended, except upon the express written consent of both you and the Company.

Breach.  You acknowledge that if you breach your commitments to the Company agreed upon in Paragraphs 4, 5, 7, 8, 9, 10 and/or 11, you will forfeit the severance and transition benefits set forth in Paragraph 2 and be subject to suit by the Company for damages and equitable relief relating to such breach.

Waiver.  A waiver by either party hereto of a breach of any term or provision of the Agreement, including all exhibits, shall not be construed as a waiver of any subsequent breach.

Counterparts.  This Agreement, including Exhibit A, may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

Effective Date.  This Agreement shall become immediately effective upon the expiration of the seven (7) day revocation period described above, provided you have not exercised your right to revoke.  However, you will not receive the severance and transition benefits set forth in Paragraph 2 and the Summary unless and until you execute Exhibit A on, but not before, your Last Day of Employment with the Company and the seven (7) day revocation periods provided for in Paragraph 14(h) and Exhibit A have expired without revocation by you.

Section 409A of the Code. To the extent applicable, this Agreement, including Exhibits A and B, is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly. References under this Agreement to your Last Day of Employment will be deemed to refer to the date upon which you experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if you are considered a “specified employee” for purposes of Section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. To the extent any reimbursements or in-kind benefits due to you under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits will be paid to you in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, to the extent applicable, each payment made under this Agreement will be designated as a “separate payment” within the meaning of Section 409A of the Code.