Labor Relations. No Borrower or Subsidiary is party to or bound by any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or other organization of any Borrower’s or Subsidiary’s employees, or, to any Borrower’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining which could reasonably be expected to have a Material Adverse Effect. No Borrower or Subsidiary is party to or bound by any management or consulting agreement, the breach or termination of which could reasonably be expected to have a Material Adverse Effect.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Trade Relations. There exists no actual or threatened termination, limitation or modification of any business relationship between any Borrower or its Domestic Subsidiaries and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate are material to the business of such Borrower or its Domestic Subsidiaries. There exists no condition or circumstance that could reasonably be expected to impair the ability of any Borrower or its Domestic Subsidiaries to conduct its business at any time hereafter in substantially the same manner as conducted on the Closing Date.

“Management Company Employee” means an Employee of a person providing management services to the Company or an Affiliate of the Company (not including promotional or investor relations services);

Committee. The Plan shall be administered by the Employee Relations Committee, which shall have full authority to administer and interpret this Plan, make payments and maintain records hereunder. The Employee Relations Committee may adopt or amend from time to time such procedures as may be required for determinations required under the Plan. All interpretations of the Employee Relations Committee shall be final and binding on all parties including Members, Beneficiaries and the Company. Any complaint with regard to benefits under the Plan should be directed to the Employee Relations Committee, Colgate Palmolive Company, 300 Park Avenue, New York, NY 10022. Such complaint must be filed in writing no later than 90 days after the date of retirement, termination or other occurrence related to the complaint. Within 90 days of the filing of such claim, unless special circumstances require an extension of such period, such person will be given notice in writing of the approval or denial of the claim. If the claim is denied, the notice will set forth the reason for the denial, the Plan provisions on which the denial is based, an explanation of what other material or information, if any, is needed to perfect the claim, and an explanation of the claims review procedure. The claimant may request a review of such denial within 60 days of the date of receipt of such denial by filing notice in writing with the Employee Relations Committee. The claimant will have the right to review pertinent Plan documents and to submit issues and comments in writing. The Employee Relations Committee will respond in writing to a request for review within 60 days of receiving it, unless special circumstances require an extension of such period. If the claimant does not request such a review or the Employee Relations Committee fails to respond to such a request for review in writing, the request for review will be deemed to have been made and denied on the 120th day after the date of the initial denial. The Employee Relations Committee, in its discretion, may request a meeting to clarify any matters deemed appropriate. No action may be brought for benefits under this Plan pursuant to the denial of a claim, unless such claim was timely made under this Section and such complaint is filed on or before one year from the denial or deemed denial by the Employee Relations Committee of any such claim upon review.

Delegated Responsibilities. The Employee Relations Committee shall have the authority to delegate any of its responsibilities to such persons as it deems proper.

not limited to any nonwaivable rights that Employee may have under the National Labor Relations Act or concerning communications with fair employment practices agencies.

Customer and Trade Relations. There exists no termination or cancellation of, or any modification or change in the business relationship of any Borrower or Guarantor with any customers or suppliers which are, individually or in the aggregate, material to its operations, to the extent that such cancellation, modification or change would reasonably be expected to result in a Material Adverse Effect.

No Loan Party or any Subsidiary is engaged in any unfair labor practice that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is # no unfair labor practice complaint pending against any Loan Party or any Subsidiary or, to the knowledge of the Loan Parties, threatened in writing against any of them before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is pending against any Loan Party or any of the Subsidiaries or, to the knowledge of the Loan Parties, threatened in writing against any of them, # no strike, labor dispute, slowdown or stoppage pending against the Loan Parties or any of the Subsidiaries or, to the knowledge of the Loan Parties , threatened against any of them, # to the knowledge of the Loan Parties , no question concerning union representation with respect to the employees of the Loan Parties , # no equal employment opportunity charge or other claim of employment discrimination pending or, to the knowledge of the Loan Parties , threatened in writing against any of them and # to the knowledge of the Loan Parties , no wage and hour department investigation has been made of the Loan Parties , except (with respect to any matter specified in clauses ‎(a) – ‎(e) above, either individually or in the aggregate) as could not reasonably be expected to have a Material Adverse Effect.

Interference With Business Relations. During the period of your employment with the