Annual Bonus Compensation. In addition to your Salary, during the Employment Term you shall be eligible to earn an annual bonus for each whole or partial calendar year during the Employment Term, determined and payable as follows (the “Bonus”):

As a participant in the Company's annual incentive plan, you will be eligible to receive an annual cash bonus (the "Annual Bonus") provided threshold performance goals are achieved. Your annual target incentive opportunity will be 75% of your annual base salary and your annual maximum incentive opportunity will be 100% of your annual base salary, in each case, subject to performance goals, terms and conditions established by the Compensation Committee. You will be eligible for a target incentive opportunity for your first year of employment which shall not be prorated.. Any Annual Bonus payable with respect to a fiscal year will be paid during the following fiscal year at the same time as the annual incentives are paid generally to other members of the executive team, provided that you are actively employed on the payment date.

Good Reason. “Good Reason” means a material reduction in the Officer’s base salary and annual bonus opportunity, in the aggregate, but not including a reduction in the Officer’s base salary or annual bonus opportunity if the Company also uniformly reduces the base salary or annual bonus opportunity of substantially all other employees of the Company with similar authority, status and responsibilities of such Officer.

a material diminution in Employee's title, Annual Base Salary or Annual Bonus Opportunity; or

“Target Annual Bonus” means, with respect to any Participant, the Participant’s target bonus opportunity under the Company’s annual incentive plan applicable to the Participant.

Annual Cash Compensation. Each Non-Employee Director shall be entitled to an annual cash retainer fee of $45,000 (the “Annual Retainer”). In addition to the Annual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of # $25,000 for serving as the chairperson of the Board’s Audit Committee (the “Audit Committee”), # $15,000 for serving as the chairperson of the Board’s Compensation Committee (the “Compensation Committee”), # $10,000 for serving as the chairperson of the Board’s Nominating and Governance Committee (the “Nominating Committee”), and # $25,000 for serving as the lead independent director of the Board. In addition to the Annual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of # $15,000 for serving as a member of the Board’s Audit Committee, # $7,500 for serving as a member of the Compensation Committee, and # $5,000 for serving as a member of the Nominating Committee. The Annual Retainer, any annual retainer for serving as the chairperson of a committee and any annual retaining for serving as a member of a committee shall be pro-rated for any partial period of service. All cash compensation payable to Non-Employee Directors shall be payable in arrears on a quarterly basis within thirty days following the end of each fiscal quarter.

“Target Opportunity” means the Executive’s annual target bonus opportunity, expressed as a percentage of the Base Salary then in effect.

Free Cash Flow Award Opportunity. Sixty percent (60%) of the Participant’s Target RSU Award (the “Free Cash Flow Target RSUs”) shall be eligible to vest and be earned if and only if the Company’s cumulative Free Cash Flow for the Performance Period as compared to ​ billion (the “Free Cash Flow Achievement”) is at least equal to 85% (the “Free Cash Flow Threshold Target”). Subject to the Company’s achievement of the Free Cash Flow Threshold Target, the number of Performance RSUs that will become vested and earned hereunder shall be equal to the product of # the number of Free Cash Flow Target RSUs and # the Free Cash Flow Performance Factor (as set forth in the table below) (such number of vested RSUs, the “Earned Free Cash Flow Performance RSUs”). Fractional RSUs shall be rounded up to the next whole RSU.

Colgate-Palmolive Company (the “Company”) will not execute any new severance agreement with an executive officer that provides for Cash Severance Benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus opportunity, without seeking stockholder ratification of the agreement. “Cash Severance Benefits” include:

Annual Bonuses. For each completed fiscal year of the Bank (“Fiscal Year”) during the Term, the Executive shall have the opportunity to earn an annual cash bonus pursuant to the ​ Annual Incentive Plan or any successor plan thereto (the “AIP”), as the terms of the AIP may be revised from time to time, based on achievement of annual performance goals established by the Bank Board of Directors (“Bank Board”) in its discretion (an “Annual Bonus”) with a target amount determined annually by the Committee based on review of market data for similarly situated executives.