Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. Regardless of any action P&G or my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G and/or my Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting, exercise, settlement, subsequent sale of shares acquired, receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate my liability for Tax-Related Items. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Restricted Shares, including including, but not limited to, the issuancegrant or vesting of the Restricted Shares, vesting, exercise, settlement, the subsequent sale of shares acquired, of common stock acquired pursuant to such settlement and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Shares to reduce or eliminate my the Employee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Employee is subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Employee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Employee authorizes the Company and/or my the Employer to withhold satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from my the Employee’s wages or other cash compensation paid to me the Employee by P&G the Company and/or my Employer or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the sharesRestricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of common stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Employee is deemed to have been issued the full number of shares necessary of common stock subject to satisfy the minimum withholding amountvested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall the Employee agrees to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Employee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, if I fail the Employee fails to comply with my the Employee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. (a) Regardless of any action P&G the Company or my the Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Restricted Stock Units, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Restricted Stock Units, exercisethe issuance of Shares upon settlement of the Restricted Stock Units, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such issuance and the receipt of any dividends or and/or any dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award Restricted Stock Units to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant has become subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, the Participant will pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Participant authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (i) withholding from my the Participant’s wages or other cash compensation paid to me the Participant by P&G the Company and/or my Employer the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the shares. AlternativelyRestricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (iii) withholding in Shares to be issued upon vesting of the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in additionwhich case, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related ItemsItems may be satisfied by one or a combination of methods (i) and (ii) hereof. Depending on the withholding method, and/or the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (2c) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I the Participant shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Participant’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if I fail the Participant fails to comply with my the Participant’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action P&G taken by the Company or my Employer takes Optionee’s employer (the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), I acknowledge Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains my Optionee’s responsibility and that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Option grant, including the issuancegrant, vestingvesting or exercise of the Option, exercise, settlement, the subsequent sale of shares acquired, acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate my Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise or settlement of an Awardthe Option, I Optionee shall pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G the Company and/or my the Employer. In this regard, I authorize P&G Optionee authorizes the Company and/or my the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from my Optionee’s wages or other cash compensation paid to me Optionee by P&G the Company and/or my the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G the Company may (1i) sell or arrange for the sale of shares that I acquire Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2ii) withhold in shares, provided that P&G the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I Optionee shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold as a result of my Optionee’s participation in the Plan or my Optionee’s purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to deliver the shares if I fail Optionee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless This provision supplements Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement: (a) The Participant acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Service Recipient, the ultimate liability for all income tax, excise tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Participant further acknowledges that P&G the Company and/or my Employer the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the RSUs, exercise, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such settlement and the receipt of any dividends or and/or any dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if the Participant is subject to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or other cash compensation paid former service recipient, as applicable) may be required to me by P&G and/or my Employer withhold or from proceeds of account for Tax-Related Items in more than one jurisdiction. (b) If the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, and/or for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Withholding Taxes. (2c) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall the Participant agrees to pay to P&G the Company or my Employer the Service Recipient, any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares Withholding Taxes that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if I fail the Participant fails to comply with my the Participant’s obligations in connection with the TaxWithholding Taxes. (d) Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Performance- and Service-Related Items as described in this sectionBased Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

Responsibility for Taxes. Regardless (a) Optionee acknowledges that, regardless of any action P&G or my the Company and/or the Employer takes take with respect to any or all income taxWithholding Taxes, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items Withholding Taxes is and remains my Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items Withholding Taxes in connection with any aspect of this Awardthe option, including the issuancegrant, vestingvesting or exercise of the options, exercise, settlement, the subsequent sale of any shares acquired, of Common Stock acquired at exercise and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to to, and are under no obligation to, structure the terms of the Award grant or any aspect of the Award option to reduce or eliminate my Optionee’s liability for Tax-Related ItemsWithholding Taxes or achieve any particular tax result. Further, if Optionee is subject to Withholding Taxes in more than one jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Withholding Taxes in more than one jurisdiction. (b) Prior to exercise or settlement of an Awardthe relevant taxable event, I shall pay or Optionee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerWithholding Taxes. In this regard, I authorize P&G Optionee authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items Withholding Taxes by one or a combination of the following: (i) withholding from my any wages or other cash compensation paid to me Optionee by P&G the Company and/or my Employer or the Employer; or (ii) withholding from the proceeds of the sale of shares of Common Stock acquired upon exercise of the sharesoption. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding obligation method, the Company may withhold or account for TaxWithholding Taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Optionee will receive a refund of any over-Related Items, and/or (2) withhold withheld amount in shares, provided that P&G only withholds cash and will have no entitlement to the amount of shares necessary to satisfy the minimum withholding amountCommon Stock equivalent. Finally, I Optionee shall pay to P&G or my the Company and/or the Employer any amount of Tax-Related Items Withholding Taxes that P&G or my the Company and/or the Employer may be required to withhold as a result of my Optionee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor deliver any purchased Option Shares or the exercise and refuse to deliver proceeds of the sale of shares if I fail Optionee fails to comply with my Optionee’s obligations in connection with the Tax-Related Items as described in this sectionWithholding Taxes.

Responsibility for Taxes. Regardless (a) The Employee acknowledges and agrees that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable or deemed applicable to the Employee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Employee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Employee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe PRSUs or the underlying shares of Common Stock, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the PRSUs, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired upon the settlement of the PRSUs and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award PRSUs to reduce or eliminate my the Employee’s liability for Tax-Related ItemsItems or to achieve any particular tax result. Further, if the Employee is subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to exercise the relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Employee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Employee authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (i) requiring the Employee to make a payment in a form acceptable to the Company, (ii) withholding from my the Employee’s wages or other cash compensation paid payable to me by P&G and/or my Employer or the Employee, (iii) withholding from proceeds of the sale of the shares. Alternativelyshares of Common Stock acquired upon the settlement of the PRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization without further consent), (iv) withholding from the shares of Common Stock otherwise issuable at vesting of the PRSUs, provided, however, that if the Employee is subject to the reporting and other provisions of Section 16 of the Exchange Act, the Company shall affirmatively approve, by Board action, any such withholding of shares of Common Stock as contemplated in the immediately preceding proviso, or (v) any other method of withholding determined by the Company and, to the extent required by applicable law or the Plan, approved by the Committee. (c) The Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in additionthe Employee’s jurisdiction(s). In the event of over-withholding, the Employee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Common Stock) or, if permissible under not refunded, the Employee may seek a refund from the local lawtax authorities. In the event of under-withholding, P&G the Employee may (1) sell be required to pay additional Tax-Related Items directly to the applicable tax authority or arrange for to the sale of shares that I acquire to meet Company and/or the withholding Employer. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Employee is deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amount. Finallyvested PRSUs, I shall notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items. (d) The Employee agrees to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Employe’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of the shares of Common Stock acquired upon the vesting of the PRSUs, if I fail the Employee fails to comply with my the Employee's obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. (a) Regardless of any action P&G the Company or my the Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Restricted Stock Units, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Restricted Stock Units, exercisethe issuance of Shares upon settlement of the Restricted Stock Units, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such issuance and the receipt of any dividends or and/or any dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award Restricted Stock Units to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, the Participant will pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Participant authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (1) withholding from my the Participant’s wages or other cash compensation paid to me the Participant by P&G the Company and/or my Employer the Employer; or (2) withholding from proceeds of the sale of Shares acquired upon settlement of the sharesRestricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued upon vesting of the Restricted Stock Units. AlternativelyTo avoid negative accounting treatment, the Company may withhold or in addition, if permissible under local law, P&G may (1) sell account for Tax-Related Items by considering applicable minimum statutory withholding amounts or arrange for other applicable withholding rates. If the sale of shares that I acquire to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, and/or for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (2c) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I the Participant shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Participant’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if I fail the Participant fails to comply with my the Participant’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless Employee acknowledges that, regardless of any action P&G taken by the Company, or my Employer takes with respect to any or if different, Employee’s employer (“Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Employee’s participation in the Plan and legally applicable to Employee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my Employee’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer. Employee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Restricted Stock Units, including but not limited to, the issuancegrant, vestingvesting or settlement of the Restricted Stock Units, exercise, settlement, the subsequent sale of shares acquired, Stock acquired pursuant to such settlement and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate my the Employee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, Employee agrees to pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G Employee authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (a) withholding from my Employee’s wages or other cash compensation paid to me Employee by P&G the Company and/or my Employer or the Employer; or (b) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the sharesRestricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without further consent); or (c) withholding in shares of Stock to be issued upon settlement of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds Employee is deemed to have been issued the amount full number of shares necessary of Stock subject to satisfy the minimum withholding amountvested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall Employee agrees to pay to P&G the Company or my Employer the Employer, including through withholding from Employee’s wages or other cash compensation paid to Employee by the Company and/or the Employer, any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my Employee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Stock or the proceeds of the sale of Stock, if I fail Employee fails to comply with my Employee’s obligations in connection with the Tax-Related Items. Notwithstanding the preceding provisions of this Paragraph 3, Employee’s liability with respect to Tax-Related Items shall be subject to any international tax assignment agreement then in effect between Employee and the Company, the Employer or any of their respective affiliates or any tax policies or procedures applicable to the Employee’s home country, and in the event of any conflict between the terms of this Paragraph 3 and the terms of such international tax assignment agreement or such tax policies or procedures, the terms of such international tax assignment agreement or such tax policies or procedures, as described in this sectionapplicable, shall control.

Responsibility for Taxes. a. Regardless of any action P&G or my Employer the Company and/or the Grantee’s employer (the “Employer”) takes with respect to any or all income tax (including federal, state, local and non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Tax Related Items”), I acknowledge the Grantee acknowledges that the ultimate liability for all Tax-Tax Related Items is and remains my the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G and/or my the Company and the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of this the Award, including the issuancegrant of the Restricted Stock Units, vestingthe vesting of the Restricted Stock Units and the lapse of restrictions, exercisethe transfer and issuance of any Shares, settlementthe receipt of any cash payment pursuant to the Award, subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents, or potential impact and the sale of current or future tax legislation in any jurisdictionShares acquired pursuant to this Award; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my the Grantee’s liability for Tax-Tax Related ItemsItems or achieve any particular tax result. Furthermore, if the Grantee becomes subject to Tax Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Related Items in more than one jurisdiction. b. Prior to exercise the applicable taxable or settlement of an Awardtax withholding event, I as applicable, the Grantee shall pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations Tax Related Items. c. If the Restricted Stock Units are paid to the Grantee in cash in lieu of P&G Shares, the Grantee authorizes the Company and/or my the Employer. In this regard, I authorize P&G and/or my Employer or their respective agents, at their discretion, to withhold all applicable Tax-satisfy any obligation for Tax Related Items by withholding from my the cash amount paid to the Grantee pursuant to the Award or from the Grantee’s wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer or from proceeds the Employer. d. If the Restricted Stock Units are paid to the Grantee in Shares and the Grantee is not subject to the short-swing profit rules of Section 16(b) of the sale of Exchange Act, the shares. AlternativelyGrantee authorizes the Company and/or the Employer, or in additiontheir respective agents, if permissible under local lawat their discretion, P&G may to (1i) sell withhold from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer, (ii) arrange for the sale of shares that I acquire Shares to meet be issued upon settlement of the Award (on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization or such other authorization as the Grantee may be required to provide to the Company or its designated broker in order for such sale to be effectuated) and withhold from the proceeds of such sale, and/or (iii) withhold in Shares otherwise issuable to the Grantee pursuant to this Award. e. If the Restricted Stock Units are paid to the Grantee in Shares and the Grantee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will withhold in Shares otherwise issuable to the Grantee pursuant to this Award, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case the withholding obligation for TaxTax Related Items may be satisfied by one or a combination of the methods set forth in Section 7(d)(i) and (ii) above. f. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee may receive a refund of any over-withheld amount in cash as soon as practicable and without interest and will not be entitled to the equivalent amount in Shares. If the obligation for Tax Related ItemsItems is satisfied by withholding Shares, and/or (2) withhold in sharesfor tax purposes, provided the Grantee will be deemed to have been issued the full number of Shares to which he or she is entitled pursuant to this Award, notwithstanding that P&G only withholds the amount a number of shares necessary Shares are withheld to satisfy the minimum withholding amount. Finally, I shall obligation for Tax Related Items. g. The Company may require the Grantee to pay to P&G or my the Company and/or the Employer any amount of Tax-Tax Related Items that P&G or my the Company and/or the Employer may be required to withhold or account for as a result of my participation in the Plan or my purchase any aspect of shares this Award that cannot be satisfied by the means previously described. P&G The Company may refuse to honor deliver Shares or any cash payment to the exercise and refuse to deliver Grantee if the shares if I fail Grantee fails to comply with my obligations the Grantee’s obligation in connection with the Tax-Tax Related Items as described in this sectionSection 7.

Responsibility for Taxes. Regardless of any action P&G taken by the Company or my Employer takes Optionee’s employer (the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), I acknowledge Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains my Optionee’s responsibility and that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Option grant, including the issuancegrant, vestingvesting or exercise of the Option, exercise, settlement, the subsequent sale of shares acquired, acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate my Optionee’s liability for Tax-Related Items. Prior to exercise or settlement of an Awardthe Option, I Optionee shall pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G the Company and/or my the Employer. In this regard, I authorize P&G Optionee authorizes the Company and/or my the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from my Optionee’s wages or other cash compensation paid to me Optionee by P&G the Company and/or my the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G the Company may (1i) sell or arrange for the sale of shares that I acquire Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2ii) withhold in shares, provided that P&G the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I Optionee shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold as a result of my Optionee’s participation in the Plan or my Optionee’s purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to deliver the shares if I fail Optionee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action P&G taken by the Company, any subsidiary or my Employer takes with respect to any or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including U.S. and non-U.S. federal, state and local taxes), social security, payroll tax, social insurance, payroll fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”)) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, I if any. You further acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G Company, any subsidiary or affiliate and/or my Employer the Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs, including the issuancegrant of the RSUs, vestingthe vesting of RSUs, exercisethe conversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, settlementthe lapse of any Post-Vest Holding Period, the subsequent sale of any shares acquired, of Common Stock acquired at settlement and the receipt of any dividends or dividend equivalentsdividends; and, or potential impact of current or future tax legislation in any jurisdiction; and (2b) do not commit to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise the relevant taxable event or settlement of an Awardtax withholding, I shall pay or as applicable, you agree to make adequate arrangements satisfactory to P&G and/or my the Company or the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I by your acceptance of the RSUs, you authorize P&G the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (a) withholding from my your wages or other cash compensation paid payable to me you by P&G the Company and/or my Employer or the Employer; or (b) irrespective of any Post-Vest Holding Period, withholding from proceeds of the sale of shares of Common Stock acquired upon settlement of the shares. AlternativelyRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) irrespective of any Post-Vest Holding Period, or withholding in additionshares of Common Stock to be issued upon settlement of the RSUs; provided, however, if permissible you are a Section 16 officer of the Company under local lawthe Exchange Act, P&G may (1) sell then the Company will withhold shares of Common Stock upon the relevant taxable or arrange for tax withholding event, as applicable, unless the sale use of shares that I acquire to meet such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the withholding obligation for Tax-Related ItemsItems may be satisfied by one or a combination of methods (a) and (b) above. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, and/or (2) withhold including maximum withholding rates applicable in sharesyour jurisdiction(s), provided that P&G only withholds in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the amount Common Stock equivalent. If any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountvested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall you agree to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my your participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock if I you fail to comply with my your obligations in connection with the Tax-Related Items as described Items. Notwithstanding anything in this sectionSection 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. Regardless of any action P&G the Company or my Employer the Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related withholding (the “Tax-Related Items”), I acknowledge the Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Awardee is and remains my the Awardee’s responsibility and that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Option, including the issuancegrant, vestingvesting or exercise of the Option, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2) do not commit to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate my the Awardee’s liability for Tax-Related Items. Prior to exercise or settlement of an Awardthe relevant taxable event, I the Awardee shall pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all Tax-Related Items withholding and payment on account obligations of P&G the Company and/or my the Employer. In this regard, I authorize P&G the Awardee authorizes the Company and/or my Employer the Employer, at their sole discretion to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the following: (1) withholding from my the Awardee’s wages or other cash compensation paid to me the Awardee by P&G the Company and/or my Employer or the Employer; (2) withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the shares. Alternatively, or in addition, if permissible under local law, P&G may Option; (13) sell or arrange arranging for the sale of shares that I acquire of Common Stock acquired upon exercise of the Option (on the Awardee’s behalf and at the Awardee’s discretion pursuant to meet the this authorization); or (4) withholding obligation for Tax-Related Items, and/or (2) withhold in sharesshares of Common Stock, provided that P&G the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for the Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, the Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Option. Finally, I shall the Awardee will pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold as a result of my the Awardee’s participation in the Plan or my the Awardee’s purchase of shares of Common Stock that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to deliver the shares of Common Stock if I fail the Awardee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action P&G Micro or my Employer Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related withholding (“Tax-Related Items”), I acknowledge Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains my Awardee’s responsibility and that P&G Micro and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Restricted Stock Unit Award, including the issuancegrant and vesting of the Restricted Stock Unit Award, vesting, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or dividend equivalentsother distributions, or potential impact of current or future tax legislation in any jurisdictionif any; and (2) do not commit to structure the terms of the Award grant or any aspect of the Restricted Stock Award to reduce or eliminate my Awardee’s liability for Tax-Related Items. Prior to exercise or settlement of an Awarda taxable event, I Awardee shall pay or make adequate arrangements satisfactory to P&G Micro and/or my the Employer to satisfy all withholding and payment on account obligations of P&G Micro and/or my the Employer. In this regard, I authorize P&G Awardee authorizes Micro and/or my the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from my Awardee’s wages or other cash compensation paid to me Awardee by P&G Micro and/or my the Employer or from proceeds of the sale of the sharesshares of Common Stock. Alternatively, or in addition, if permissible under local law, P&G Micro may (1) sell or arrange for the sale of shares of Common Stock that I acquire Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in sharesshares of Common Stock, provided that P&G Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, I Awardee shall pay to P&G Micro or my the Employer any amount of Tax-Related Items that P&G Micro or my the Employer may be required to withhold as a result of my Awardee’s participation in the Plan or my purchase Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. P&G Micro may refuse to honor the exercise and refuse to deliver the shares of Common Stock if I fail Awardee fails to comply with my Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. a. Regardless of any action P&G or my Lilly and/or the Employer takes with respect to any or all income tax (including federal, state, local and non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Tax Related Items”), I acknowledge the Grantee acknowledges that the ultimate liability for all Tax-Tax Related Items is and remains my the Grantee’s responsibility and may exceed the amount actually withheld by ▇▇▇▇▇ or the Employer. The Grantee further acknowledges that P&G and/or my ▇▇▇▇▇ and the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of this the Award, including the issuancegrant of the Performance Award, vestingthe vesting of the Performance Award, exercisethe transfer and issuance of any Shares, settlementthe receipt of any cash payment pursuant to the Award, subsequent sale the accrual and payment of shares acquiredDividend Equivalent Rights, the receipt of any dividends or dividend equivalents, or potential impact and the sale of current or future tax legislation in any jurisdictionShares acquired pursuant to this Award; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my the Grantee’s liability for Tax-Tax Related ItemsItems or achieve any particular tax result. Furthermore, if the Grantee becomes subject to Tax Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Related Items in more than one jurisdiction. b. Prior to exercise the applicable taxable or settlement of an Awardtax withholding event, I as applicable, the Grantee shall pay or make adequate arrangements satisfactory to P&G Lilly and/or my the Employer to satisfy all withholding and payment on account obligations Tax Related Items. i. If the Performance Award is paid to the Grantee in cash in lieu of P&G Shares, the Grantee authorizes the Company and/or my the Employer. In this regard, I authorize P&G and/or my Employer or their respective agents, at their discretion, to withhold all applicable Tax-satisfy any obligation for Tax Related Items by withholding from my the cash amount paid to the Grantee pursuant to the Award or from the Grantee’s wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer or from proceeds the Employer. ii. If the Performance Award is paid to the Grantee in Shares and the Grantee is not subject to the short-swing profit rules of Section 16(b) of the sale of Exchange Act, the shares. AlternativelyGrantee authorizes ▇▇▇▇▇ and/or the Employer, or in additiontheir respective agents, if permissible under local lawat their discretion, P&G may to (1A) sell withhold from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer, (B) arrange for the sale of shares that I acquire Shares to meet be issued upon settlement of the Award (on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization or such other authorization as the Grantee may be required to provide to Lilly or its designated broker in order for such sale to be effectuated) and withhold from the proceeds of such sale, (C) withhold in Shares otherwise issuable to the Grantee pursuant to this Award, and/or (D) apply any other method of withholding determined by the Company and, to the extent required by Applicable Laws or the Plan, approved by the Committee. iii. If the Performance Award is paid to the Grantee in Shares and the Grantee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, ▇▇▇▇▇ will withhold in Shares otherwise issuable to the Grantee pursuant to this Award, unless the use of such withholding method is prevented by Applicable Laws or has materially adverse accounting or tax consequences, in which case the withholding obligation for TaxTax Related Items may be satisfied by one or a combination of the methods set forth in Section 8(b)(ii)(A) and (B) above. c. Depending on the withholding method, Lilly and/or the Employer may withhold or account for Tax Related Items by considering applicable statutory or other withholding rates, including minimum or maximum rates in the jurisdiction(s) applicable to the Grantee. In the event of over-withholding, the Grantee may receive a refund of any over-withheld amount in cash (without interest and without entitlement to the equivalent amount in Shares). If the obligation for Tax Related ItemsItems is satisfied by withholding Shares, and/or (2) withhold in sharesfor tax purposes, provided the Grantee will be deemed to have been issued the full number of Shares to which he or she is entitled pursuant to this Award, notwithstanding that P&G only withholds the amount a number of shares necessary Shares are withheld to satisfy the minimum withholding amountobligation for Tax Related Items. ▇. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G ▇▇▇▇▇ may refuse to honor deliver Shares or any cash payment to the exercise and refuse to deliver Grantee if the shares if I fail Grantee fails to comply with my obligations the Grantee’s obligation in connection with the Tax-Tax Related Items as described in this sectionSection 8.

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action P&G taken by the Company or, if different, Participant’s employer (the “Employer”) or my Employer takes with respect any Parent or Subsidiary to any or all income taxwhich Participant is providing services (together, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related ItemsService Recipients”), I acknowledge that the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all Taxfederal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-Related Items related items related to Participant’s participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains my Participant’s sole responsibility and may exceed the amount actually withheld by the applicable Service Recipient(s). Participant further acknowledges that P&G and/or my Employer no Service Recipient (1A) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of this Awardthe Option, including including, but not limited to, the issuancegrant, vesting, exerciseor exercise of the Option, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalentsother distributions, or potential impact of current or future tax legislation in any jurisdiction; and (2B) do not commit makes any commitment to and is under any obligation to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate my Participant’s liability for Tax-Related ItemsTax Obligations or achieve any particular tax result. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in additionFurther, if permissible under local lawParticipant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, P&G may as applicable, Participant acknowledges that the applicable Service Recipient(s) (1or former employer, as applicable) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of my participation in any required Tax Obligations hereunder at the Plan or my purchase time of shares the applicable taxable event, Participant acknowledges and agrees that cannot be satisfied by the means previously described. P&G Company may refuse to honor the exercise and refuse to issue or deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this sectionShares.

Responsibility for Taxes. Regardless The Participant acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Affiliate that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that P&G the Company and/or my the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Award, exercise, settlement, the subsequent sale of shares acquired, of Stock acquired pursuant to the Award and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictionDividend Equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, if the Participant has become subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, the Participant will pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Participant authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy their withholding obligations with regard to all applicable Tax-Related Items by: (i) requiring a cash payment from my the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to me the Participant by P&G the Company and/or my Employer or the Employer, (iii) withholding from the proceeds of the sale of Stock acquired pursuant to the shares. AlternativelyAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the shares of Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company will withhold in shares of Stock, or the Committee (as constituted in additionaccordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, if permissible under local lawincluding maximum applicable rates, P&G may (1) sell or arrange for in which case the sale Participant will receive a refund of shares that I acquire any over-withheld amount in cash and will have no entitlement to meet the withholding equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, and/or (2) withhold the proceeds of the sale of Stock or cash in shares, provided that P&G only withholds the amount of shares necessary to satisfy any Dividend Equivalents if the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail Participant fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action P&G Micro or my the Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (“Tax-Related Items”), I acknowledge Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains my Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that P&G Micro and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Restricted Stock Unit Award, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Restricted Stock Unit Award, exercisethe issuance of Shares upon settlement of the Restricted Stock Unit Award, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or dividend equivalentsother distributions, or potential impact of current or future tax legislation in any jurisdictionif any; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate my Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that Micro and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, Awardee will pay or make adequate arrangements satisfactory to P&G Micro and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G Awardee authorizes Micro and/or my Employer the Employer, or their respective agents, at their sole discretion and pursuant to withhold such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (1) withholding from my Awardee’s wages or other cash compensation paid to me Awardee by P&G Micro and/or my Employer or the Employer; (2) withholding from proceeds of the sale of Shares acquired pursuant to the sharesRestricted Stock Unit Award, either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, P&G may (1) sell account for Tax-Related Items by considering applicable minimum statutory withholding amounts or arrange for other applicable withholding rates. If the sale of shares that I acquire to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amountPlan. Finally, I shall Awardee will pay to P&G Micro or my the Employer any amount of Tax-Related Items that P&G Micro or my the Employer may be required to withhold or account for as a result of my Awardee’s participation in the Plan or my purchase Awardee’s acquisition of shares Shares that cannot be satisfied by the means previously described. P&G Micro may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares if I fail Awardee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless The following section replaces Section 9 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Grantee's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee (“"Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ") is and remains my the Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe SARs, including including, but not limited to, the issuancegrant, vestingvesting or exercise of the SARs, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award SARs to reduce or eliminate my the Grantee's liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise the relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Grantee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax- Related Items. In this regard, I authorize P&G the Grantee authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items by any one or a combination of the following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from my the Grantee's wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the sharesSARs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee's behalf pursuant to this authorization) without further consent; or (iv) withholding shares of Common Stock issuable at exercise of the SARs. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Grantee is deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountexercised SARs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall the Grantee agrees to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Grantee's participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if I fail the Grantee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless (a) The Participant acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that P&G and/or my Employer the Company (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Award, exercise, settlement, the subsequent sale of shares acquired, Shares acquired upon settlement of the Award and the receipt of any dividends or dividends, dividend equivalents, or potential impact of current or future tax legislation in any jurisdictionequivalents and/or Dividend Shares; and (2ii) do does not commit to and is under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if the Participant is subject to exercise Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Upon the vesting and/or settlement of an Awardthe RSUs (or as of the date of any relevant taxable or tax withholding date or other date on which the value of any RSUs or the Dividend Shares otherwise become includible in the Participant’s gross income for tax purposes) (the “Tax Withholding Date”), I the Participant shall be required to pay or make adequate arrangements satisfactory to P&G and/or my Employer the Company, and the Company shall have the right to satisfy all withholding deduct from any compensation payable to the Participant, the amount of any applicable federal, state, local and payment on account obligations of P&G and/or my Employerforeign Tax-Related Items that the Company determines must be withheld with respect to the Award (the “Tax Withholding Obligations”). In this regard, I authorize P&G and/or my Employer unless otherwise determined by the Committee, the Tax Withholding Obligations shall be satisfied by the Company withholding, in accordance with Section 16(e) of the Plan, from the number of Shares (including the Dividend Shares) otherwise issuable upon settlement of the RSUs, a portion of such Shares (including Dividend Shares) having an aggregate Fair Market Value equal to withhold all the amount of the applicable Tax-Related Items Tax Withholding Obligations. Notwithstanding the foregoing, the Participant agrees and authorizes the Company, or its respective agents, to satisfy any applicable Tax Withholding Obligations in respect of the Award by any of the following means, as may be determined by the Committee (or its delegate) in its discretion from my time to time: (i) withholding from the Participant’s wages or other cash compensation paid to me the Participant by P&G and/or my Employer the Company; (ii) requiring the Participant to remit the aggregate amount of such Tax Withholding Obligations to the Company in full, in cash or from by check, bank draft or money order payable to the order of the Company; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker designated by the Committee to sell Shares obtained upon settlement of the Award and to deliver promptly to the Company an amount of the proceeds of such sale equal to the sale amount of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or Items (2“sell-to-cover”); (iv) withhold in shares, provided by a “net settlement” procedure under which the Company reduces the number of Shares issued on settlement of the Award by the number of Shares with an aggregate fair market value that P&G only withholds equals the amount of shares necessary the Tax Withholding Obligations; or (v) any other method of withholding determined by the Committee and permitted by applicable law. (c) The Participant agrees to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer the Company any amount of Tax-Related Items that P&G or my Employer the Company may be required to withhold or account for as a result of my the Participant’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously describeddescribed in Section 9(b). P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if I fail the Participant fails to comply with my the Participant’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless The following section replaces Section 9 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Grantee's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee (“"Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ") is and remains my the Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe PSU, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the PSUs, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired pursuant to such settlement and the receipt of any dividends or and/or any dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award PSUs to reduce or eliminate my the Grantee's liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Grantee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax- Related Items. In this regard, I authorize P&G the Grantee authorizes the Company and/or my the Employer to withhold satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from my the Grantee's wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at vesting of the sharesPSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee's behalf pursuant to this authorization) without further consent; or (iv) withholding shares of Common Stock issuable at vesting of the PSUs. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Grantee is deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountvested PSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall the Grantee agrees to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Grantee's participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if I fail the Grantee fails to comply with my the Grantee's obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless The following section replaces Section 8 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe PSU, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the PSUs, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired pursuant to such settlement and the receipt of any dividends or and/or any dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award PSUs to reduce or eliminate my the Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Grantee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Grantee authorizes the Company and/or my the Employer to withhold satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from my the Grantee’s wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at vesting of the sharesPSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of Common Stock issuable at vesting of the PSUs. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Grantee is deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountvested PSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall the Grantee agrees to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Grantee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if I fail the Grantee fails to comply with my the Grantee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless (a) The Grantee acknowledges that, regardless of any action P&G taken by the Company and/or, if different, the Affiliate which employs the Grantee or my Employer takes with respect to any or for which the Grantee otherwise provides services (the “Service Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient. The Grantee further acknowledges that P&G the Company and/or my Employer the Service Recipient (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Restricted Stock Units, exercise, settlement, the subsequent sale of shares acquired, of Stock acquired pursuant to such settlement and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure or administer the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate my the Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Service Recipient (or former Service Recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Grantee agrees to make adequate arrangements satisfactory to P&G the Company and/or my Employer the Service Recipient to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Grantee authorizes the Company and/or my Employer the Service Recipient, or their respective agents, at their discretion, to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (i) withholding from my the Grantee’s wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer or the Service Recipient; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the sharesRestricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); (iii) withholding from shares of Stock to be issued to the Grantee upon settlement of the Restricted Stock Units; or (iv) any other method of withholding determined by the Company and permitted by applicable laws. (c) The Company and/or the Service Recipient may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in the Grantee’s jurisdiction(s), in which case the Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Stock. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for If the sale of shares that I acquire to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Grantee shall be deemed to have been issued the full number of shares necessary of Stock subject to satisfy the minimum withholding amount. Finallyvested Restricted Stock Units, I shall notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. (d) The Grantee agrees to pay to P&G the Company or my Employer the Service Recipient any amount of Tax-Related Items that P&G the Company or my Employer the Service Recipient may be required to withhold or account for as a result of my the Grantee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares of Stock, or the proceeds of the sale of shares of Stock, if I fail the Grantee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action P&G taken by the Company, any subsidiary or my Employer takes with respect to any or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes), social security, payroll tax, social insurance, payroll fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”)) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, I if any. You further acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G Company, any subsidiary or affiliate and/or my Employer the Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs, including the issuancegrant of the RSUs, vestingthe vesting of RSUs, exercisethe conversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, settlementthe lapse of any Post-Vest Holding Period, the subsequent sale of any shares acquired, of Common Stock acquired at settlement and the receipt of any dividends or dividend equivalentsdividends; and, or potential impact of current or future tax legislation in any jurisdiction; and (2b) do not commit to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise the relevant taxable event or settlement of an Awardtax withholding, I shall pay or as applicable, you agree to make adequate arrangements satisfactory to P&G and/or my the Company or the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I by your acceptance of the RSUs, you authorize P&G the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (a) withholding from my your wages or other cash compensation paid to me you by P&G the Company and/or my Employer or the Employer; or (b) irrespective of any Post-Vest Holding Period, withholding from proceeds of the sale of shares of Common Stock acquired upon settlement of the shares. AlternativelyRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) irrespective of any Post-Vest Holding Period, or withholding in additionshares of Common Stock to be issued upon settlement of the RSUs; provided, however, if permissible you are a Section 16 officer of the Company under local lawthe Exchange Act, P&G may (1) sell then the Company will withhold shares of Common Stock upon the relevant taxable or arrange for tax withholding event, as applicable, unless the sale use of shares that I acquire to meet such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the withholding obligation for Tax-Related ItemsItems may be satisfied by one or a combination of methods (a) and (b) above. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, and/or (2) withhold including maximum rates applicable in sharesyour jurisdiction(s), provided that P&G only withholds in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the amount Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountvested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall you agree to pay to P&G the Company or my Employer the Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my your participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if I you fail to comply with my your obligations in connection with the Tax-Related Items as described Items. Notwithstanding anything in this sectionSection 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action P&G taken by the Company, any subsidiary or my Employer takes with respect to any or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes), social security, payroll tax, social insurance, payroll fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), I ) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G Company, any subsidiary or affiliate and/or my Employer the Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs, including the issuancegrant of the RSUs, vestingthe vesting of RSUs, exercisethe conversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, settlement, the subsequent sale of any shares acquired, of Common Stock acquired at settlement and the receipt of any dividends or dividend equivalentsdividends; and, or potential impact of current or future tax legislation in any jurisdiction; and (2b) do not commit to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise or settlement of an Awardthe relevant taxable event, I shall pay or you agree to make adequate arrangements satisfactory to P&G and/or my the Company or the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I by your acceptance of the RSUs, you authorize P&G the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy their withholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (a) withholding from my your wages or other cash compensation paid to me you by P&G the Company and/or my Employer or the Employer; or (b) withholding from proceeds of the sale of shares of Common Stock acquired upon settlement of the shares. AlternativelyRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) withholding in shares of Common Stock to be issued upon settlement of the RSUs; provided, or in additionhowever, if permissible you are a Section 16 officer of the Company under local lawthe Exchange Act, P&G may (1) sell then the Company will withhold shares of Common Stock upon the relevant taxable or arrange for tax withholding event, as applicable, unless the sale use of shares that I acquire to meet such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the withholding obligation for Tax-Related ItemsItems may be satisfied by one or a combination of methods (a) and (b) above. Depending on the withholding method, and/or (2) the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in shareswhich case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, provided that P&G only withholds for tax purposes, you are deemed to have been issued the amount full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountvested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall you agree to pay to P&G the Company or my Employer the Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my your participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if I you fail to comply with my your obligations in connection with the Tax-Related Items as described Items. Notwithstanding anything in this sectionSection 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action P&G taken by the Company, any subsidiary or my Employer takes with respect to any or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including U.S. and non-U.S. federal, state and local taxes), social security, payroll tax, social insurance, payroll fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”)) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, I if any. You further acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G Company, any subsidiary or affiliate and/or my Employer the Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs or underlying shares of Common Stock, including the issuancegrant of the RSUs, vestingthe vesting of RSUs, exercisethe conversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, settlementthe lapse of any Post-Vest Holding Period, the subsequent sale of any shares acquired, of Common Stock acquired at settlement and the receipt of any dividends or dividend equivalentsdividends; and, or potential impact of current or future tax legislation in any jurisdiction; and (2b) do not commit to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my your liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if you are subject to exercise Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or settlement of an Awardformer employer, I shall pay as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In connection with the relevant taxable event, you agree to make adequate arrangements satisfactory to P&G and/or my the Company or the Employer to satisfy all Tax-Related Items that require withholding and payment on account obligations of P&G and/or my by the Company or the Employer. In this regard, I by your acceptance of the RSUs, you authorize P&G the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy any applicable withholding obligations or rights with regard to all applicable Tax-Related Items by one or a combination of the following: (a) requiring you to make a payment in a form acceptable to the Company; or (b) withholding from my your wages or other cash compensation paid payable to me by P&G and/or my Employer or you; or (c) irrespective of any Post-Vest Holding Period, withholding from proceeds of the sale of shares of Common Stock acquired upon settlement of the shares. AlternativelyRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (d) irrespective of any Post-Vest Holding Period, or withholding in additionshares of Common Stock to be issued upon settlement of the RSUs; provided, however, if permissible you are a Section 16 officer of the Company under local lawthe Exchange Act, P&G may then the Company will withhold shares of Common Stock deliverable in settlement of RSUs upon the relevant taxable or tax withholding event, as applicable, unless (1i) sell the use of such withholding method is problematic under applicable tax or arrange for securities law or has materially adverse accounting consequences, in which case, the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or Items that require withholding may be satisfied by one or a combination of methods (2b) withhold and (c) above or (ii) you have made arrangements satisfactory to the Company and your Employer to provide for payment of withholding tax obligations in shares, provided that P&G only withholds a manner other than by means of the amount withholding of shares necessary deliverable in settlement of RSUs not later than 90 days before the relevant taxable or tax withholding event. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash and (with no entitlement to satisfy the minimum equivalent in shares of Common Stock) or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If any obligation for Tax-Related Items is satisfied by withholding amountin shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the vested RSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items. Finally, I shall you agree to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my your participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or cash in settlement of the RSUs if I you fail to comply with my your obligations in connection with the Tax-Related Items as described Items. Notwithstanding anything in this section.Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be withheld or released for sale to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, the number of such shares withheld or released shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to the portion of the RSUs considered to be nonqualified deferred compensation, and otherwise such withholding or release will comply with Code Section 409A.

Responsibility for Taxes. Regardless The following section replaces Section 8 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Grantee's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee (“"Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ") is and remains my the Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSU, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the RSUs, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired pursuant to such settlement and the receipt of any dividends or and/or any dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my the Grantee's liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Grantee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax- Related Items. In this regard, I authorize P&G the Grantee authorizes the Company and/or my the Employer to withhold satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from my the Grantee's wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at vesting of the sharesRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee's behalf pursuant to this authorization) without further consent; or (iv) withholding shares of Common Stock issuable at vesting of the RSUs. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Grantee is deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountvested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall the Grantee agrees to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Grantee's participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if I fail the Grantee fails to comply with my the Grantee's obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless The Employee acknowledges that, regardless of any action P&G the Company or, if different, the Parent or my Employer Subsidiary employing the Employee (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my his or her responsibility and may exceed the amount to be withheld by the Company or the Employer. The Employee further acknowledges that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Restricted Stock Units, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Restricted Stock Units, exercisethe issuance of Shares upon settlement of the Restricted Stock Units, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such issuance and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2) do not commit to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate my the Employee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if the Employee is subject to exercise tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or settlement of an Awardformer employer, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer as applicable) may be required to withhold all applicable or account for Tax-Related Items in more than one jurisdiction. If any tax withholding is required when Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax-Related Items are due, the Company will withhold a portion of the Shares that has an aggregate market value sufficient to pay all Tax-Related Items. In addition and to the maximum extent permitted by law, the Company (or the Employer) has the right to retain without notice from my wages any fees, salary or other amounts payable to the Employee, cash compensation paid having a sufficient value to me by P&G and/or my Employer satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or from proceeds that are due prior to the issuance of Shares under the sale Restricted Stock Unit Award. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for payment of the sharessuch Tax-Related Items before they arise. Alternatively, or in additionFurther, if permissible under applicable local law, P&G the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require the Employee to satisfy the Tax‑Related Items, in whole or in part, by selling a sufficient number of Shares otherwise deliverable to the Employee through such means as the Company may determine in its sole discretion, including through a broker‑assisted arrangement or otherwise, equal to the amount to be withheld (1) sell and any associated broker or arrange other fees, as applicable). To avoid negative tax consequences, if Tax-Related Items are satisfied by withholding in Shares otherwise issuable, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory rates or other applicable withholding rates, including maximum applicable rates, in which case the sale Employee will receive a refund of shares that I acquire any over-withheld amount in cash and will have no entitlement to meet the withholding Share equivalent. In addition, if the obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, and/or the Employee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (2as determined by the Company) withhold in shares, provided that P&G only withholds have been made by the amount Employee with respect to the payment of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G the Company determines must be withheld or my Employer may collected with respect to the Restricted Stock Units. If the Employee fails to make satisfactory arrangements for the payment of any Tax‑Related Items at the time any applicable Restricted Stock Units otherwise vest pursuant to this Agreement or the terms of the Plan, or at the time any Tax‑Related Items with respect to the Restricted Stock Units otherwise are due, the Employee permanently will forfeit such Restricted Stock Units and any right to receive the Shares thereunder and the Restricted Stock Units will be required returned to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by Company at no cost to the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this sectionCompany.

Responsibility for Taxes. Regardless The following section replaces Section 9 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe SARs, including including, but not limited to, the issuancegrant, vestingvesting or exercise of the SARs, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award SARs to reduce or eliminate my the Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise the relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Grantee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Grantee authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items by any one or a combination of the following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from my the Grantee’s wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the sharesSARs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of Common Stock issuable at exercise of the SARs. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Grantee is deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountexercised SARs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall the Grantee agrees to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Grantee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if I fail the Grantee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action P&G or my Employer the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), I you acknowledge that the ultimate liability for all Tax-Related Items is and remains my your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the RSUs, exercisethe issuance of Shares upon settlement of the RSUs, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such issuance and the receipt of any dividends or and/or any dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award RSUs to reduce or eliminate my your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, you will pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I you authorize P&G the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy their withholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (a) withholding from my your wages or other cash compensation paid to me you by P&G the Company and/or my Employer or the Employer; (b) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the sharesRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) withholding in Shares to be issued upon vesting/settlement of the RSUs. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, and/or (2) withhold for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amountPlan. Finally, I shall you must pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my your participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if I you fail to comply with my your obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless As a condition to the grant, vesting, and settlement of the RSUs, Participant acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social security contributions (including employer’s social security contributions to the extent such amounts may be lawfully recovered from the Participant), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items (or any equivalent or similar taxes, contributions or other relevant tax-related items in any relevant jurisdiction) or required deductions, withholdings or payments legally applicable to him or her and related to the receipt, vesting or settlement of the RSUs, the issuance or subsequent sale of the Shares allocated to the RSUs, or the participation in the Plan (“Tax-Related Items”), I acknowledge ) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the ultimate liability for all RSUs or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, its Parent, Subsidiaries or Affiliates (the “Company Group”) pursuant to Applicable Laws), such as, but not limited to, personal income tax returns or reporting statements in relation to the receipt, vesting or settlement of the RSUs, the issuance of the Shares allocated to the RSUs, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and remains my responsibility and the receipt of any dividends. Participant further acknowledges that P&G the Company and/or my Employer the Employer: (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs, including including, but not limited to, the issuancereceipt, vestingvesting or settlement of the RSUs, exercise, settlement, the issuance or subsequent sale of shares acquired, the Shares allocated to the RSUs and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my Participant’s liability for Tax-Related Items or achieve any particular tax result. Participant also understands that Applicable Laws may require varying RSU or Share valuation methods for purposes of calculating Tax-Related Items. Prior , and the Company assumes no responsibility or liability in relation to exercise any such valuation or settlement for any calculation or reporting of an Award, I shall pay income or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Pursuant to this Agreement and subject to Applicable Laws, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy Participant’s Tax Withholding Obligations by (i) withholding from my Participant’s wages or other cash compensation paid to me Participant by P&G and/or my Employer the Company or the Employer, (ii) withholding from proceeds of the sale of Shares acquired pursuant to the sharesRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization) without further consent, (iii) withholding Shares that would otherwise be issued upon settlement of the RSUs or (iv) such other method as determined by the Company. AlternativelyDepending on the method of satisfying the Tax Withholding Obligations, the Company may pay, withhold or account for such Tax Withholding Obligations by considering applicable minimum statutory withholding amounts or other applicable tax or withholding rates, including maximum applicable rates, in addition, if permissible under local law, P&G may (1) sell which case Participant will receive a refund of any over-withheld or arrange for over-paid amount in cash and will have no entitlement to the sale of shares that I acquire Share equivalent. Participant agrees to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G the Company or my the Employer any amount of Tax-Related Items Tax Withholding Obligations that P&G the Company or my the Employer may be required to pay, withhold or account for as a result of my Participant’s receipt, vesting or settlement of the RSUs, the issuance of the Shares allocated to the RSUs or the participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares if I fail Participant fails to comply with my his or her obligations in connection with the Tax-Related Items Tax Withholding Obligations. Participant understands that Participant may suffer adverse tax consequences as described a result of Participant’s receipt, the vesting and/or settlement of the RSUs, the issuance of Shares allocated to the RSUs and/or the disposition of such Shares. Participant represents that Participant has consulted any tax consultants Participant deems advisable in this sectionconnection with the receipt of the RSUs, the vesting and/or settlement of the RSUs, the issuance of Shares allocated to the RSUs and/or the disposition of such Shares and that Participant is not relying on the Company (or the Employer) for any tax advice.

Responsibility for Taxes. (a) Regardless of any action P&G or my Employer the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related withholding (“Tax-Related Items”), I acknowledge the Recipient acknowledges that the ultimate liability for all Tax-Related Items owed by the Recipient is and remains my the Recipient’s responsibility and that P&G and/or my Employer the Company (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting, exercise, settlement, grant or vesting of this Award or the subsequent sale of shares acquired, receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictionShares acquired pursuant to this Award; and (2ii) do does not commit to structure the terms of the Award grant or any aspect of the this Award to reduce or eliminate my the Recipient’s liability for Tax-Related Items. . (b) Prior to exercise or settlement of an the time any Tax-Related Items become due in connection with this Award, I the Recipient shall pay or make adequate arrangements satisfactory to P&G and/or my Employer the Company to satisfy all minimum withholding and payment on account obligations of P&G and/or my Employerthe Company. In this regard, I authorize P&G and/or my Employer the Recipient authorizes the Company to withhold all applicable minimum Tax-Related Items legally payable by the Recipient from my the Recipient’s wages or other cash compensation paid to me the Recipient by P&G and/or my Employer the Company or from proceeds of the sale of the sharesShares. Alternatively, or in addition, if to the extent permissible under local applicable law, P&G the Company may (1i) sell or arrange for the sale of shares Shares that I acquire the Recipient acquires to meet the minimum withholding obligation for Tax-Related Items, and/or (2ii) withhold in sharesShares, provided that P&G the Company only withholds the amount of shares Shares necessary to satisfy the minimum withholding amount. Finally, I the Recipient shall pay to P&G or my Employer the Company any amount of Tax-Related Items that P&G or my Employer the Company may be required to withhold as a result of my the Recipient’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor issue and deliver Shares if the exercise and refuse to deliver the shares if I fail Recipient fails to comply with my the Recipient’s obligations in connection with the Tax-Related Items as described in this sectionSection 11.

Responsibility for Taxes. Regardless of any action P&G or my Employer the Company and/or the Grantee’s employer (the “Employer”) takes with respect to any or all income tax (including federal, state, local and non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Tax Related Items”), I acknowledge the Grantee acknowledges that the ultimate liability for all Tax-Tax Related Items is and remains my the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G and/or my the Company and the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of this the Award, including the issuancegrant of the Performance-Based Award, vestingthe expiration of the Performance Period, exercisethe issuance of Shares, settlementthe transfer and issuance of Shares, subsequent sale the receipt of shares acquiredany cash pursuant to the Award, the receipt of any dividends or dividend equivalents, or potential impact and the sale of current or future tax legislation in any jurisdictionShares acquired pursuant to this Award; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my the Grantee’s liability for Tax-Tax Related ItemsItems or achieve any particular tax result. Furthermore, if the Grantee becomes subject to Tax Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Related Items in more than one jurisdiction. Prior to exercise the applicable taxable or settlement of an Awardtax withholding event, I as applicable, the Grantee shall pay pay, or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and Tax Related Items. a. In the case of any cash payment on account obligations of P&G made to the Grantee pursuant to this Award, the Grantee authorizes the Company and/or my the Employer. In this regard, I authorize P&G and/or my Employer or their respective agents, at their discretion, to withhold all applicable satisfy any obligation for Tax-Related Items by withholding from my the cash amount paid to the Grantee or from the Grantee’s wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer or from proceeds the Employer. b. If the Performance-Based Award is paid in Shares and the Grantee is not subject to the short-swing profit rules of Section 16(b) of the sale of Exchange Act, the shares. AlternativelyGrantee authorizes the Company and/or the Employer, or in additiontheir respective agents, if permissible under local lawat their discretion, P&G may to (1i) sell withhold from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer, (ii) arrange for the sale of shares that I acquire Shares to meet be issued pursuant to the Award (on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization or such other authorization as the Grantee may be required to provide to the Company or its designated broker in order for such sale to be effectuated) and withhold from the proceeds of such sale, and/or (iii) withhold in Shares otherwise issuable to the Grantee pursuant to this Award. c. If the Performance-Based Award is paid in Shares and the Grantee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will withhold in Shares otherwise issuable to the Grantee pursuant to this Award, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case the withholding obligation for Tax-Related ItemsItems may be satisfied by one or a combination of the methods set forth in Section 8(b)(i) and (ii) above. Depending on the withholding method, the Company and/or (2) the Employer may withhold or account for Tax Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in shareswhich case the Grantee will receive a refund of any over-withheld amount in cash as soon as practicable and without interest and will not be entitled to the equivalent amount in Shares. If the obligation for Tax Related Items is satisfied by withholding Shares, provided for tax purposes, the Grantee will be deemed to have been issued the full number of Shares to which he or she is entitled pursuant to the Performance-Based Award, notwithstanding that P&G only withholds the amount a number of shares necessary Shares are withheld to satisfy the minimum withholding amountobligation for Tax Related Items. Finally, I shall The Company may require Grantee to pay to P&G or my the Company and/or the Employer any amount of Tax-Tax Related Items that P&G or my the Company and/or the Employer may be required to withhold or account for as a result of my participation in the Plan or my purchase any aspect of shares this Award that cannot be satisfied by the means previously described. P&G The Company may refuse to honor deliver Shares or any cash payment to the exercise and refuse to deliver Grantee if the shares if I fail Grantee fails to comply with my obligations the Grantee’s obligation in connection with the Tax-Tax Related Items as described in this sectionSection 8.

Responsibility for Taxes. (a) Regardless of any action P&G the Company, any of its Affiliates or my Employer takes the Participant’s employer (the “Employer”) take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), I you acknowledge that the ultimate liability for all Tax-Related Items is and remains my your responsibility and may exceed the amount, if any, actually withheld by the Company or the Affiliate, if any. You further acknowledge that P&G the Company and/or my Employer the Affiliate (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Performance Units, exercisethe issuance of Shares, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such issuance and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Subject to Sections 7(c) and (d) below, your acceptance of this Agreement constitutes your instruction and authorization to your brokerage firm (or, in the absence of a designated brokerage firm, any brokerage firm determined acceptable to the Company for such purpose) to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Performance Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment Such Shares will be sold on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable the day the Tax-Related Items are determined or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from my the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the securities account established with the brokerage firm for the settlement of your Performance Units. You acknowledge that the broker or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax-Related Items. (c) At any time before any taxable or tax withholding event, the Committee may, in its sole discretion, determine that the Company or the Affiliate will satisfy any tax withholding obligation with respect to the Tax-Related Items by withholding Shares to be issued upon vesting of the Performance Units. To the extent the Committee makes such a determination, you hereby authorize the Company to withhold Shares otherwise issuable upon vesting of the Performance Units having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy the Tax-Related Items. (d) In the event that, in the reasonable determination of the Company and/or its Affiliate, such tax withholding by the sale or withholding of Shares as described in Sections 7(b) and (c) above is problematic under applicable tax or securities law or has materially adverse accounting consequences, you authorize the Company and/or the Affiliate to satisfy any applicable withholding obligation for Tax-Related Items by withholding from your wages or other cash compensation paid to me you by P&G the Company and/or my Employer the Affiliate, within legal limits, or from proceeds by requiring you to tender a cash payment to the Company or the Affiliate in the amount of the sale of Tax-Related Items. (e) Depending on the shares. Alternativelywithholding method, the Company or in additionan Affiliate may, if permissible under local lawnecessary, P&G may (1) sell withhold or arrange for the sale of shares that I acquire to meet the withholding obligation account for Tax-Related ItemsItems by considering applicable minimum statutory withholding amounts or other applicable withholding rates, and/or including up to maximum applicable rates, in which case I may receive a refund of any over-withheld amount and will have no entitlement to the equivalent in Shares. If the obligation for the Tax-Related Items is satisfied by withholding in Shares as described in Section 7(c) above, for tax purposes, you will be deemed to have been issued the full number of Shares subject to the Performance Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of your participation in the Plan. (2f) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall you agree to pay to P&G the Company or my Employer the Affiliate any amount of Tax-Related Items that P&G the Company or my Employer the Affiliate may be required to withhold as a result of my your participation in the Plan or my purchase the vesting and settlement of shares the Performance Units that cannot be satisfied by the means previously described. P&G The Company or the Affiliate may refuse to honor the exercise and refuse to issue or deliver the shares if I fail Shares or the proceeds of the sale of Shares unless and until you have complied with your obligations related to comply with my obligations in connection with the Tax-Related Items as described in this sectionSection 7.

Responsibility for Taxes. Regardless Employee acknowledges that, regardless of any action P&G taken by the Company, or my Employer takes with respect to any or if different, Employee’s employer (“Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Employee’s participation in the Plan and legally applicable to Employee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my Employee’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer. Employee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Restricted Stock Units, including but not limited to, the issuancegrant, vestingvesting or settlement of the Restricted Stock Units, exercise, settlement, the subsequent sale of shares acquired, Stock acquired pursuant to such settlement and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate my the Employee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, Employee agrees to pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G Employee authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (a) withholding from my Employee’s wages or other cash compensation paid to me Employee by P&G the Company and/or my Employer or the Employer; or (b) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the sharesRestricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without further consent); or (c) withholding in shares of Stock to be issued upon settlement of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds Employee is deemed to have been issued the amount full number of shares necessary of Stock subject to satisfy the minimum withholding amountvested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall Employee agrees to pay to P&G the Company or my Employer the Employer, including through withholding from Employee's wages or other cash compensation paid to Employee by the Company and/or the Employer, any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my Employee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Stock or the proceeds of the sale of Stock, if I fail Employee fails to comply with my Employee’s obligations in connection with the Tax-Related Items. Notwithstanding the preceding provisions of this Paragraph 3, Employee’s liability with respect to Tax-Related Items shall be subject to any international tax assignment agreement then in effect between Employee and the Company, the Employer or any of their respective affiliates or any tax policies or procedures applicable to the Employee’s home country, and in the event of any conflict between the terms of this Paragraph 3 and the terms of such international tax assignment agreement or such tax policies or procedures, the terms of such international tax assignment agreement or such tax policies or procedures, as described in this sectionapplicable, shall control.

Responsibility for Taxes. 9.1 Regardless of any action P&G the Company or my the Employer takes take with respect to any or and all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), I you acknowledge that the ultimate liability for all Tax-Related Items is and remains my your responsibility and may exceed the amount actually withheld by the Company and/or the Employer. You further acknowledge that P&G and/or my the Company and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including including, but not limited to, the issuancegranting or vesting of the Award, vestingthe settlement of Vested Units, exercisethe issuance of Shares upon settlement of the Vested Units, settlement, the subsequent sale of shares acquired, Shares acquired upon settlement of the Vested Units and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you have become subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 9.2 Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, you will pay or make adequate arrangements satisfactory to P&G and/or my the Company and or the Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. Tax-Related Items. (a) In this regard, I you hereby irrevocably appoint Fidelity or any stock plan service provider or brokerage firm designated by the Company for such purpose (the “Agent”) as your Agent, and authorize P&G and/or my Employer the Agent, to: (i) Sell on the open market at the then prevailing market price(s), on your behalf, as soon as practicable on or after the settlement date for any Vested Unit, a number of Shares (rounded up to withhold the next whole number) sufficient to generate proceeds to cover the Tax-Related Items and all applicable fees and commissions due to, or required to be collected by, the Agent; (ii) Remit directly to the Company the cash amount necessary to cover the Tax-Related Items; (iii) Retain the amount required to cover all applicable fees and commissions due to, or required to be collected by, the Agent, relating directly to the sale of Shares referred to in clause (i) above; and (iv) Remit any remaining funds to you. (b) If the sale of Shares required by Section 9.2(a)(i) above is prohibited by a legal, contractual or regulatory restriction, is otherwise impossible as described in the 10b5-1 Plan set forth in Section 9.3 below, or if the obligation for withholding of Tax-Related Items arises at a time other than the settlement of the Award, then in addition to the withholding mechanism described in Section 9.2(a), you authorize the Company and/or the Employer, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by: (i) requiring you to pay to the Company or the Employer any amount of the Tax-Related Items; and/or (ii) withholding any amount of the Tax-Related Items from my your wages or other cash compensation paid to me you by P&G the Company and/or my Employer or from proceeds the Employer; and/or (iii) withholding in Shares to be issued upon settlement of the sale Vested Units, provided, however, that if you are a Section 16 officer of the shares. AlternativelyCompany under the Exchange Act, or in additionthen the Plan Administrator (as constituted to satisfy Rule 16b-3 of the Exchange Act) shall establish any alternative method of withholding as may be required from the alternatives (i) – (iii) herein and, if permissible under local lawthe Plan Administrator does not exercise its discretion prior to the Tax-Related Items withholding event, P&G may then the method of withholding set forth in alternative (1iii) sell or arrange for the sale of shares that I acquire to meet shall apply. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. If the obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, and/or (2) withhold in sharesfor tax purposes, provided you will be deemed to have been issued the full number of Shares subject to the Vested Units notwithstanding that P&G only withholds a number of the amount Shares are held back solely for the purpose of shares necessary to satisfy paying the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold due as a result of my any aspect of your participation in the Plan or my purchase of shares that cannot be satisfied by the means previously describedPlan. P&G The Company may refuse to honor the exercise and refuse issue or deliver Shares to deliver the shares you if I you fail to comply with my your obligations in connection with the Tax-Related Items. 9.3 You acknowledge that the authorization and instruction to the Agent set forth in Section 9.2(a)(i) above to sell Shares to cover the Tax-Related Items as described is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act (regarding trading of the Company’s securities on the basis of material nonpublic information) (a “10b5-1 Plan”). This 10b5-1 Plan is being adopted to permit you to sell a number of Shares issued upon settlement of Vested Units sufficient to pay the Tax-Related Items. You acknowledge that the broker is under no obligation to arrange for the sale of Shares at any particular price. You further acknowledge that you will be responsible for all brokerage fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. You acknowledge that it may not be possible to sell Shares during the term of this 10b5-1 Plan due to (a) a legal or contractual restriction applicable to you or to the broker, (b) a market disruption, (c) rules governing order execution priority on the Nasdaq or other exchange where the Shares may be traded, (d) a sale effected pursuant to this 10b5-1 Plan that fails to comply (or in the reasonable opinion of the Agent’s counsel is likely not to comply) with the Securities Act, or (e) if the Company determines that sales may not be effected under this section10b5-1 Plan. In the event of the Agent’s inability to sell Shares, you will continue to be responsible for the Tax-Related Items.

Responsibility for Taxes. Regardless The Employee acknowledges and agrees that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Employee’s responsibility and may exceed the amount (if any) withheld by the Company or the Employer. The Employee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the RSUs, exercise, settlement, subsequent sale of shares acquired, the receipt of any dividends or dividend equivalentson Shares, or potential impact and the subsequent sale of current or future tax legislation in any jurisdictionthe Shares; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my the Employee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Employee has become subject to tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, the Employee will pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G and/or my Employer the Company shall withhold in Shares otherwise deliverable to withhold all applicable the Employee having a Fair Market Value equal to an amount that satisfies the Tax-Related Items required to be withheld. In the event that such withholding in Shares is problematic under applicable tax, securities or other laws, or has materially adverse accounting consequences, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following: a. withholding from my the Employee’s wages or other cash compensation paid to me the Employee by P&G the Company and/or my Employer or the Employer; or b. withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the sharesRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization without further consent). AlternativelyThe Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, or including maximum rates applicable in additionthe Employee’s jurisdiction, if permissible under local law, P&G in which case the Employee may (1) sell or arrange for receive a refund of any over-withheld amount in cash and will have no entitlement to the sale of shares that I acquire to meet equivalent amount in Shares. If the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, and/or (2) withhold in sharesfor tax purposes, provided the Employee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that P&G only withholds a number of the amount Shares are held back solely for the purpose of shares necessary to satisfy paying the minimum withholding amountTax-Related Items . Finally, I the Employee shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Employee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares if I fail the Employee fails to comply with my the Employee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. (a) Regardless of any action P&G the Company or my Employer the Participant’s employer, if other than the Company (the “Employer”), takes with respect to any or all federal, state or local income tax, social insurancesecurity contributions, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan that are legally applicable to the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and that P&G such liability may exceed the amount actually withheld, if any, by the Company or the Employer. The Participant further acknowledges that the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including including, without limitation, the issuanceissuance of Shares, vesting, exercise, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such issuance and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant becomes subject to tax and/or social security contributions in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to exercise or settlement of an Awardany relevant taxable, I tax and/or social security contribution withholding event, the Participant shall pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G and/or my Employer the Participant authorizes the Company or its agent to withhold all satisfy any applicable withholding obligations with regards to Tax-Related Items from my wages or other cash compensation paid by withholding a number of Shares to me by P&G and/or my Employer or from proceeds be issued upon settlement of the sale Award. If, for any reason, the Shares that would otherwise be deliverable to the Participant upon settlement of the shares. AlternativelyAward would be insufficient to satisfy the tax withholding obligations, or if such withholding in addition, Shares is problematic under applicable tax or securities law or if permissible under local law, P&G may (1) sell or arrange there is a substantial likelihood that the use of such form of payment would result in adverse treatment for the sale Company, the Participant authorizes (i) the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of shares that I acquire Shares from those Shares to meet be issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation obligations for Tax-Related Items, and/or (2ii) the Company, the Employer and any Affiliate to withhold an amount from the Participant’s wages or other compensation or require the Participant to make a cash payment sufficient to fully satisfy any applicable withholding obligations for Tax-Related Items and (iii) the Company, the Employer and any Affiliate to satisfy any applicable withholding obligations for Tax-Related Items by any other method of withholding determined by the Company and, to the extent required by applicable law or the Plan, approved by the Committee. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering statutory or other applicable withholding rates, including minimum or maximum rates, in shares, provided that P&G only withholds the jurisdictions applicable to the Participant. In no event will the Company withhold more than the maximum amount of shares necessary to satisfy any applicable withholding requirements in the minimum applicable jurisdiction. In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding amount. Finallyin Shares, I the Participant will be deemed, for tax and/or social security contributions and other purposes, to have been issued the full number of Shares, notwithstanding that a number of Shares are held back solely for the purposes of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (d) The Participant shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Participant’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Participant expressly acknowledges that the delivery of Shares is conditioned on satisfaction of all Tax-Related Items in accordance with this Section 3, and that the Company may refuse to honor the exercise and refuse to deliver the shares Shares if I fail the Participant fails to comply with my the Participant’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. (a) Regardless of any action P&G the Company or my Employer the subsidiary or affiliate that employs the Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains my the Participant’s responsibility and that P&G such amount may exceed the amount actually withheld by the Company and/or my the Employer. The Participant further acknowledges that the Company and/or the Employer (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including the issuancegrant or vesting of the Award Units, vestingthe issuance of shares of Common Stock upon settlement of the Units, exercise, settlement, and the subsequent sale of shares acquired, receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictionCommon Stock; and (2ii) do does not commit and is under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to exercise or settlement vesting of an Awardthe Award Units, I the Participant shall pay or make adequate arrangements satisfactory to P&G and/or my Employer the Company to satisfy all withholding and payment on account obligations of P&G and/or my Employerthe Company. In this regard, I authorize P&G and/or my Employer the Participant authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Participant (i) from my the Participant’s wages or other cash compensation paid to me the Participant by P&G and/or my Employer or the Company; (ii) from proceeds of the sale of the shares. Alternativelyshares of Common Stock, either through a voluntary sale or in addition, if permissible under local law, P&G may through a mandatory sale arranged by the Company (1) sell or arrange for on the sale of shares that I acquire Participant’s behalf pursuant to meet the withholding obligation for Tax-Related Items, this authorization without further consent); and/or (2iii) withhold in shares, provided that P&G only withholds by the amount Company retaining a portion of shares necessary the vested Award Units to satisfy the minimum withholding amount. Finally, I be settled. (c) The Participant shall pay to P&G or my Employer the Company any amount of Tax-Related Items that P&G or my Employer the Company may be required to withhold as a result of my the Participant’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor issue and deliver shares of Common Stock in payment of any earned and vested Award Units if the exercise and refuse to deliver the shares if I fail Participant fails to comply with my the Participant’s obligations in connection with the Tax-Related Items as described in this sectionSection 14.

Responsibility for Taxes. Regardless The following section replaces Section 8 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSU, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the RSUs, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired pursuant to such settlement and the receipt of any dividends or and/or any dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my the Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Grantee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Grantee authorizes the Company and/or my the Employer to withhold satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from my the Grantee’s wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at vesting of the sharesRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of Common Stock issuable at vesting of the RSUs. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Grantee is deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountvested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, I shall the Grantee agrees to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Grantee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if I fail the Grantee fails to comply with my the Grantee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless (a) By accepting the Award and irrespective of any action P&G taken by the Company or my Employer takes with respect to any or the Employer, the Grantee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), I acknowledge is and remains the responsibility of the Grantee or the Grantee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Grantee acknowledges and understands that the ultimate liability for requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change. (b) Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following: (i) withholding from the Grantees’ wages or other cash compensation paid to the Grantee by the Company and/or the Employer, or any other payment of any kind otherwise due to the Grantee by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) retention of or withholding in shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. (c) Notwithstanding the foregoing in Section 4(b) of the Agreement, the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 4(b)(i) and remains my responsibility and (ii). (d) If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full amount of Stock subject to the Award, notwithstanding that P&G an amount of Stock is retained solely for the purpose of paying the Tax-Related Items. (e) In addition, the Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock or the proceeds of the sale of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (f) The Grantee further acknowledges that the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Award, exercisethe issuance of Stock upon settlement of the Award, settlement, the subsequent sale of shares acquired, Stock acquired pursuant to such settlement and the receipt of any dividends or and/or dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my the Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in additionFurther, if permissible under local lawthe Grantee is subject to tax in more than one jurisdiction, P&G may the Grantee acknowledges that the Company and/or the Employer (1or former employer, as applicable) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the account for Tax-Related Items as described in this sectionmore than one jurisdiction.

Responsibility for Taxes. (a) Regardless of any action P&G the Company or my Employer the Participant’s employer, if other than the Company (the “Employer”), takes with respect to any or all federal, state or local income tax, social insurancesecurity contributions, payroll tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan that are legally applicable to the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and that P&G such liability may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Options, including including, without limitation, the issuancegrant, vestingvesting or exercise of the Options, exercisethe issuance of Shares upon exercise of the Options, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such issuance and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award Options to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant becomes subject to tax and/or social security contributions in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to exercise or settlement of an Awardany relevant taxable, I tax and/or social security contribution withholding event, the Participant shall pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Participant authorizes the Company and/or my Employer the Employer, at their discretion, to withhold satisfy any applicable withholding obligations with respect to all applicable Tax-Related Items by one or a combination of the following: (i) withholding from my the Participant’s wages or other cash compensation paid to me the Participant by P&G the Company and/or my Employer or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of the shares. AlternativelyOptions, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (iii) by requiring direct payment from the Participant in addition, if permissible under local law, P&G may cash (1or its equivalent). (c) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I the Participant shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Participant’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Participant expressly acknowledges that the delivery of Shares pursuant to Section 3(b) above is conditioned on satisfaction of all Tax-Related Items in accordance with this Section 7, and that the Company may refuse to honor the exercise and refuse to deliver the shares Shares if I fail the Participant fails to comply with my the Participant’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless (a) Irrespective of any action P&G taken by the Company or my Employer takes with respect to any or the Employer, the Grantee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), I acknowledge is and remains the responsibility of the Grantee or the Grantee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Grantee acknowledges and understands that the ultimate liability for requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following: (1) withholding from the Grantees’ wages or other cash compensation paid to the Grantee by the Company and/or the Employer, or any other payment of any kind otherwise due to the Grantee by the Company and/or the Employer; or (2) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (3) retention of or withholding in shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. (c) Notwithstanding the foregoing in Section 6(b) of the Agreement, the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 6(b)(1) and remains my responsibility and (2) above. (d) If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full amount of Stock subject to the Award, notwithstanding that P&G an amount of Stock is retained solely for the purpose of paying the Tax-Related Items. (e) In addition, the Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock or the proceeds of the sale of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (f) The Grantee further acknowledges that the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Award, exercisethe issuance of Stock upon settlement of the Award, settlement, the subsequent sale of shares acquired, Stock acquired pursuant to such settlement and the receipt of any dividends or and/or dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my the Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in additionFurther, if permissible under local lawthe Grantee is subject to tax in more than one jurisdiction, P&G may the Grantee acknowledges that the Company and/or the Employer (1or former employer, as applicable) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the account for Tax-Related Items as described in this sectionmore than one jurisdiction.

Responsibility for Taxes. Regardless By accepting this RSU Award, Participant acknowledges that, regardless of any action P&G or my Employer takes with respect to taken by the Company or, if different, any or Affiliate that employs Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, employment tax, stamp tax or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant, including any employer liability for which the Participant is liable (the “Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the RSU Award, including including, but not limited to, the issuancegrant, vesting, exerciseor settlement of the RSU Award, settlement, the subsequent sale of shares acquiredShares acquired pursuant to such settlement, and the receipt of any dividends or dividend equivalentsdividends, or potential impact of current or future tax legislation in any jurisdiction; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the RSU Award to reduce or eliminate my Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Participant is subject to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages in more than one jurisdiction, as applicable, Participant acknowledges that the Company and/or the Employer may be required to withhold or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation account for Tax-Related Items, and/or (2) withhold Items in shares, provided that P&G only withholds the amount of shares necessary more than one jurisdiction. Participant agrees to satisfy the minimum withholding amount. Finally, I shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my Participant’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously describeddescribed in this Section. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares, or the proceeds of the sale of Shares, if I fail Participant fails to comply with my Participant’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action P&G YUM! or my Employer the Participant’s employer (if different) (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan that are legally applicable to the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my his or her responsibility and that P&G such liability may exceed the amount actually withheld by YUM! or the Employer. The Participant further acknowledges that YUM! and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe YUM! Stock Appreciation Right, including the issuancegrant, vestingvesting or exercise of the YUM! Stock Appreciation Right, exercise, settlement, the subsequent sale of shares acquired, acquired under the Plan and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2) do not commit and are under no obligation to structure the terms of the Award grant or any aspect of the Award YUM! Stock Appreciation Right to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant becomes subject to tax and/or social security contributions in more than one jurisdiction between the Grant Date and the date of any relevant taxable, tax and/or social security contribution withholding event, as applicable, the Participant acknowledges that YUM! and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise or settlement of an Awardany relevant taxable, I tax and/or social security contribution withholding event, the Participant shall pay or make adequate arrangements satisfactory to P&G YUM! and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Participant authorizes YUM! and/or my Employer the Employer, at their sole discretion, to withhold all applicable satisfy the obligations with respect to Tax-Related Items by one or a combination of the following: (i) withholding from my the Participant’s wages or other cash compensation paid to me him or her by P&G YUM! and/or my Employer the Employer; or (ii) withholding from the proceeds of the sale of shares acquired upon exercise of the sharesYUM! Stock Appreciation Right, either through a voluntary sale or through a mandatory sale arranged by YUM! (on the Participant’s behalf pursuant to this authorization); or (iii) withholding in shares to be issued upon exercise of the YUM! Stock Appreciation Right. AlternativelyTo avoid negative accounting treatment, the Company will withhold or in addition, if permissible under local law, P&G may (1) sell account for Tax-Related Items by considering applicable minimum statutory withholding amounts or arrange for other applicable withholding rates. If the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold Items is satisfied by withholding in shares, provided that P&G only withholds for tax purposes, the amount Participant will be deemed to have been issued the full number of shares necessary subject to satisfy the minimum withholding amountexercised YUM! Stock Appreciation Right, notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. Finally, I the Participant shall pay to P&G YUM! or my the Employer any amount of Tax-Related Items that P&G YUM! or my the Employer may be required to withhold or account for as a result of my Participant’s participation in the Plan or my purchase the Participant’s acquisition of shares upon exercise of the YUM! Stock Appreciation Right that cannot be satisfied by the means previously described. P&G YUM! may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of the shares to the Participant if I fail the Participant fails to comply with my Participant’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. a. Regardless of any action P&G or my Employer the Company and/or the Grantee’s employer (the “Employer”) takes with respect to any or all income tax (including federal, state, local and non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), I acknowledge the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G and/or my the Company and the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including the issuancegrant of the Restricted Stock Units, vestingthe vesting of the Restricted Stock Units and the lapse of restrictions, exercisethe transfer and issuance of any Shares, settlementthe receipt of any cash payment pursuant to the Award, subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents, or potential impact and the sale of current or future tax legislation in any jurisdictionShares acquired pursuant to this Award; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my the Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, if the Grantee becomes subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. Prior to exercise the applicable taxable or settlement of an Awardtax withholding event, I as applicable, the Grantee shall pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations Tax-Related Items. c. If the Restricted Stock Units are paid to the Grantee in cash in lieu of P&G Shares, the Grantee authorizes the Company and/or my the Employer. In this regard, I authorize P&G and/or my Employer or their respective agents, at their discretion, to withhold all applicable satisfy any obligation for Tax-Related Items by withholding from my the cash amount paid to the Grantee pursuant to the Award or from the Grantee’s wages or other cash compensation paid to me the Grantee by P&G the Company and/or my Employer or from proceeds the Employer. d. If the Restricted Stock Units are paid to the Grantee in Shares and the Grantee is not subject to the short-swing profit rules of Section 16(b) of the sale of Exchange Act, the shares. AlternativelyGrantee authorizes the Company and/or the Employer, or in additiontheir respective agents, if permissible under local lawat their discretion, P&G may to (1i) sell withhold from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer, (ii) arrange for the sale of shares that I acquire Shares to meet be issued upon settlement of the Award (on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization or such other authorization as the Grantee may be required to provide to the Company or its designated broker in order for such sale to be effectuated) and withhold from the proceeds of such sale, and/or (iii) withhold in Shares otherwise issuable to the Grantee pursuant to this Award. e. If the Restricted Stock Units are paid to the Grantee in Shares and the Grantee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will withhold in Shares otherwise issuable to the Grantee pursuant to this Award, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case the withholding obligation for Tax-Related ItemsItems may be satisfied by one or a combination of the methods set forth in Section 7(d)(i) and (ii) above. f. Depending on the withholding method, the Company and/or (2) the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in shareswhich case the Grantee may receive a refund of any over-withheld amount in cash as soon as practicable and without interest and will not be entitled to the equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding Shares, provided for tax purposes, the Grantee will be deemed to have been issued the full number of Shares to which Grantee is entitled pursuant to this Award, notwithstanding that P&G only withholds the amount a number of shares necessary Shares are withheld to satisfy the minimum withholding amount. Finally, I shall obligation for Tax-Related Items. g. The Company may require the Grantee to pay to P&G or my the Company and/or the Employer any amount of Tax-Related Items that P&G or my the Company and/or the Employer may be required to withhold or account for as a result of my participation in the Plan or my purchase any aspect of shares this Award that cannot be satisfied by the means previously described. P&G The Company may refuse to honor deliver Shares or any cash payment to the exercise and refuse to deliver Grantee if the shares if I fail Grantee fails to comply with my obligations the Grantee’s obligation in connection with the Tax-Related Items as described in this sectionSection 7.

Responsibility for Taxes. Regardless of any action P&G Micro or my Employer Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (“Tax-Related Items”), I acknowledge Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains my Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that P&G Micro and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Restricted Stock Unit Award, including the issuancegrant, vestingvesting or settlement of the Restricted Stock Unit Award, exercisethe issuance of Shares upon settlement of the Restricted Stock Unit Award, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or dividend equivalentsother distributions, or potential impact of current or future tax legislation in any jurisdictionif any; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate my Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Awardee acknowledges that Micro and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall as applicable, Awardee will pay or make adequate arrangements satisfactory to P&G Micro and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G if permissible under local law, Awardee authorizes Micro and/or my Employer the Employer, or their respective agents, at their sole discretion and pursuant to withhold such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (1) withholding from my Awardee’s wages or other cash compensation paid to me Awardee by P&G Micro and/or my Employer or the Employer; (2) withholding from proceeds of the sale of Shares acquired pursuant to the sharesRestricted Stock Unit Award; either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, P&G may (1) sell account for Tax-Related Items by considering applicable minimum statutory withholding amounts or arrange for other applicable withholding rates. If the sale of shares that I acquire to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amountPlan. Finally, I shall Awardee will pay to P&G Micro or my the Employer any amount of Tax-Related Items that P&G Micro or my the Employer may be required to withhold as a result of my Awardee’s participation in the Plan or my purchase Awardee’s acquisition of shares Shares that cannot be satisfied by the means previously described. P&G Micro may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares if I fail Awardee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action P&G taken by the Company, any subsidiary or my Employer takes with respect to any or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes), social security, payroll tax, social insurance, payroll fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), I ) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G Company, any subsidiary or affiliate and/or my Employer the Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Performance Share Units, including the issuancegrant of the Performance Share Units, vestingthe vesting of Performance Share Units, exercisethe conversion of the Performance Share Units into Shares or the receipt of an equivalent cash payment, settlement, the subsequent sale of shares acquired, any Shares acquired at settlement and the receipt of any dividends or dividend equivalentsdividends; and, or potential impact of current or future tax legislation in any jurisdiction; and (2b) do not commit to structure the terms of the Award grant or any aspect of the Award Performance Share Units to reduce or eliminate my your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise or settlement of an Awardthe relevant taxable event, I shall pay or you agree to make adequate arrangements satisfactory to P&G and/or my the Company or the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I by your acceptance of the Performance Share Units, you authorize P&G the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy their withholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (a) withholding from my your wages or other cash compensation paid to me you by P&G the Company and/or my Employer or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon settlement of the shares. AlternativelyPerformance Share Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) withholding in Shares to be issued upon settlement of the Performance Share Units; provided, or in additionhowever, if permissible you are a Section 16 officer of the Company under local lawthe Securities Exchange Act of 1934, P&G may (1) sell as amended, then the Company will withhold Shares upon the relevant taxable or arrange for tax withholding event, as applicable, unless the sale use of shares that I acquire to meet such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the withholding obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Share Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall you agree to pay to P&G the Company or my Employer the Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my your participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if I you fail to comply with my your obligations in connection with the Tax-Related Items as described Items. Notwithstanding anything in this sectionSection 9 to the contrary, to avoid a prohibited acceleration under Section 409A, if Shares subject to the Performance Share Units will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the Performance Share Units for any portion of the Performance Share Units that is considered nonqualified deferred compensation subject to Section 409A, then the number of shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items.

Responsibility for Taxes. Regardless (a) The Employee acknowledges and agrees that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable or deemed applicable to the Employee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Employee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Employee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs or the underlying shares of Common Stock, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the RSUs, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired upon the settlement of the RSUs and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my the Employee’s liability for Tax-Related ItemsItems or to achieve any particular tax result. Further, if the Employee is subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to exercise the relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Employee agrees to make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Employee authorizes the Company and/or my Employer the Employer, or their respective agents, at their discretion, to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (i) requiring the Employee to make a payment in a form acceptable to the Company, (ii) withholding from my the Employee’s wages or other cash compensation paid payable to me by P&G and/or my Employer or the Employee, (iii) withholding from proceeds of the sale of the shares. Alternativelyshares of Common Stock acquired upon the settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization without further consent), (iv) withholding from the shares of Common Stock otherwise issuable at vesting of the RSUs, provided, however, that if the Employee is subject to the reporting and other provisions of Section 16 of the Exchange Act, the Company shall affirmatively approve, by Board action, any such withholding of shares of Common Stock as contemplated in the immediately preceding proviso, or (v) any other method of withholding determined by the Company and, to the extent required by applicable law or the Plan, approved by the Committee. (c) The Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in additionthe Employee’s jurisdiction(s). In the event of over-withholding, the Employee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Common Stock) or, if permissible under not refunded, the Employee may seek a refund from the local lawtax authorities. In the event of under-withholding, P&G the Employee may (1) sell be required to pay additional Tax-Related Items directly to the applicable tax authority or arrange for to the sale of shares that I acquire to meet Company and/or the withholding Employer. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Employee is deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amount. Finallyvested RSUs, I shall notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items. (d) The Employee agrees to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Employe’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of the shares of Common Stock acquired upon the vesting of the RSUs, if I fail the Employee fails to comply with my the Employee's obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action P&G the Company or my Employer the Optionee’s employer (the “Employer”) takes with respect to any or and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), I acknowledge the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains my the Optionee’s responsibility and that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Option grant, including the issuancegrant, vestingvesting or exercise of the Option, exercise, settlement, the subsequent sale of shares acquired, Common Shares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2) do not commit to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate my the Optionee’s liability for Tax-Related Items. Prior to exercise or settlement of an Awardthe Option, I shall the Optionee will pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G the Company and/or my the Employer. In this regard, I authorize P&G the Optionee authorizes the Company and/or my the Employer to withhold all applicable Tax-Related Items legally payable by the Optionee from my his or her wages or other cash compensation paid to me the Optionee by P&G the Company and/or my the Employer or from proceeds of the sale of the sharesCommon Shares. Alternatively, or in addition, if permissible under local law, P&G the Company may (1) sell or arrange for the sale of shares Common Shares that I acquire the Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in sharesCommon Shares, provided that P&G the Company only withholds the amount of shares Common Shares necessary to satisfy the minimum withholding amount. The Optionee acknowledges and agrees that the amount withheld for Tax-Related Items may exceed the actual amount of Tax-Related Items due by the Optionee and that, in such event, any excess amount withheld by the Company will be paid to the Optionee within a reasonable time period and without interest. Finally, I shall the Optionee will pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold as a result of my the Optionee’s participation in the Plan or my the Optionee’s purchase of shares Common Shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to deliver the shares Common Shares if I fail the Optionee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this sectionParagraph 6.

Responsibility for Taxes. Regardless (a) For any Tax Year (or portion thereof), YUM shall be liable for and indemnify the SpinCo Group on an After-Tax Basis, against the following Taxes (and any reasonable attorneys’ fees and other costs incurred in connection therewith), in each case excluding any Covered Separation Taxes: (i) Taxes imposed on a member of the YUM Group or the SpinCo Group resulting from the Distribution or any of the Related Separation Transactions, except for any China Capital Gain Tax (which is covered in Section 2.1(a)(iv)); (ii) Taxes shown on a Separate Return of a member of the YUM Group or relating solely to the YUM Business (in each case, other than Taxes resulting from the Distribution or any of the Related Separation Transactions); (iii) Taxes that are Joint Taxes allocable to YUM as determined under Section 2.2 (other than Taxes resulting from the Distribution or any of the Related Separation Transactions); (iv) the YUM Liability Percentage of any action P&G or my Employer takes Taxes resulting from the imposition of China Capital Gains Tax with respect to the Distribution or the Internal Distributions; and (v) YUM Intermediate Entity Taxes. (b) For any Tax Year (or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”portion thereof), I acknowledge the SpinCo Parties shall jointly and severally be liable for and indemnify the YUM Group, on an After-Tax Basis, against the following Taxes (and any reasonable attorneys’ fees and other costs incurred in connection therewith): (i) Taxes shown on a Separate Return of a member of the SpinCo Group or relating solely to the SpinCo Business (in each case, other than YUM Intermediate Entity Taxes and Taxes resulting from the Distribution or any of the Related Separation Transactions); (ii) Taxes that are Joint Taxes allocable to the ultimate liability for all Tax-SpinCo Parties as determined under Section 2.2 (other than YUM Intermediate Entity Taxes and Taxes resulting from the Distribution or any of the Related Items is and remains my responsibility and that P&G and/or my Employer Separation Transactions); (1iii) make no representations or undertakings regarding the treatment SpinCo Party Liability Percentage of any Tax-Related Items in connection Taxes resulting from the imposition of China Capital Gains Tax with any aspect of this Award, including respect to the issuance, vesting, exercise, settlement, subsequent sale of shares acquired, receipt of any dividends Distribution or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictionthe Internal Distributions; and and (2iv) do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate my liability for Tax-Related Items. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares Taxes that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this sectionare Covered Separation Taxes.

Responsibility for Taxes. Regardless The Participant acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that P&G and/or my Employer the Company (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe PSUs, including but not limited to the issuancegrant, vestingvesting or settlement of the PSUs, exercise, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such settlement and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do does not commit to and is under no obligation to structure the terms of the Award grant or any aspect of the Award PSUs to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise any relevant taxable or settlement of an Awardtax withholding event, I shall pay or as applicable, the Participant agrees to make adequate arrangements satisfactory to P&G and/or my Employer the Company to satisfy all withholding and payment on account obligations of P&G and/or my Employer. Tax-Related Items. (a) In this regard, I authorize P&G and/or my Employer Participant authorizes the Company or its agent to withhold satisfy the obligations with regard to all applicable Tax-Related Items from my wages or other cash compensation paid by withholding in Shares to me by P&G and/or my Employer or from proceeds be issued upon settlement of the sale PSUs. If such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the shares. AlternativelyPSUs, or in addition, if permissible under local law, P&G may (1) the Participant authorizes and directs the Company and any brokerage firm acceptable to the Company to sell or arrange for on the sale Participant’s behalf a whole number of shares that I acquire Shares from those Shares issued to meet the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any withholding obligation for Tax-Related Items. The Participant agrees to execute and deliver such documents as may be reasonably required in connection with the sale of any Shares pursuant to this Section 5(a). (b) Depending on the withholding method, and/or the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the Performance Dependent Issuance, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (2c) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall the Participant agrees to pay to P&G the Company, including through withholding from Participant’s salary or my Employer other cash compensation paid to the Participant by the Company any amount of Tax-Related Items that P&G or my Employer the Company may be required to withhold or account for as a result of my Participant’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if I fail the Participant fails to comply with my the Participant’s obligations in connection with the Tax-Related Items as described (including the obligations set forth in this sectionSection 4 above).

Responsibility for Taxes. Regardless of any action P&G or my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is Notwithstanding Sections 5(b) and remains my responsibility and that P&G and/or my Employer (15(c) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting, exercise, settlement, subsequent sale of shares acquired, receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to structure the terms of the Award or Agreement, any aspect of the Award to reduce or eliminate my liability for Tax-Related Items. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I Items shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means previously describedreferred to in Section 5(b) of the Agreement. P&G Data Privacy. The following provision supplements Section 11 of the Agreement: ‘The Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Grantee further authorizes the Company, any Subsidiary and any stock plan service provider that may refuse be selected by the Company to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection assist with the TaxPlan to disclose and discuss the Plan with their respective advisors. The Grantee further authorizes the Company and any Subsidiary to record such information and to keep such information in the Grantee’s employee file, subject to applicable periods in accordance with applicable law.’ ▇▇▇▇▇▇▇’s Acknowledgements. The following provision replaces Section 12(g) of the Agreement: ‘For purposes of the Award, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary to which the grantee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Grantee’s employment or other service agreement, if any). Unless otherwise extended by the Company, the Grantee’s right to vest in the Award, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Grantee’s right to vest in the Award under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Grantee’s minimum statutory notice period. In the event the date the Grantee is no longer providing actual service cannot be reasonably determined under the terms of this Agreement and/or the Plan, the Company shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence). Any portion of the Award that is not vested on the Termination Date shall terminate immediately and be null and void. Unless the applicable employment standards legislation specifically requires, in the Grantee’s case, the Grantee will not earn or be entitled to any pro-Related Items rated vesting for that portion of time before the date on which the Grantee’s service relationship is terminated (as described determined under this provision), nor will the Grantee be entitled to any compensation for lost vesting.’ Language Consent. The following terms and conditions apply to the Grantees resident in this sectionQuebec: The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Responsibility for Taxes. a. Regardless of any action P&G or my Employer the Company and/or the Grantee’s employer (the “Employer”) takes with respect to any or all income tax (including federal, state, local and non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), I acknowledge the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that P&G and/or my the Company and the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including the issuancegrant of the Restricted Stock Units, vestingthe vesting of the Restricted Stock Units and the lapse of restrictions, exercisethe transfer and issuance of any Shares, settlementthe receipt of any cash payment pursuant to the Award, subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents, or potential impact and the sale of current or future tax legislation in any jurisdictionShares acquired pursuant to this Award; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my the Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, if the Grantee becomes subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. Prior to exercise the applicable taxable or settlement of an Awardtax withholding event, I as applicable, the Grantee shall pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items. c. If the Restricted Stock Units are paid to the Grantee in cash in lieu of Shares, the Grantee authorizes the Company and/or (2) withhold in sharesthe Employer, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finallyor their respective agents, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.at

Responsibility for Taxes. Regardless As a condition to the grant, vesting and exercise of the option, regardless of any action P&G the Company or my Employer any Subsidiary or Affiliate takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“the Tax-Related Items”), I acknowledge the Employee hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains my the Employee’s responsibility and may exceed any amount actually withheld by the Company or any Subsidiary or Affiliate. The Employee further acknowledges that P&G and/or my Employer the Company and its Subsidiaries and Affiliates (1) make no representations or undertakings regarding the treatment of any the Tax-Related Items in connection with any aspect of this Awardthe option grant, including the issuancegrant, vesting, exercise, settlement, subsequent vesting or exercise of the option and the immediate sale of shares acquired, receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictionShares acquired pursuant to such exercise; and (2) do not commit to structure the terms of the Award grant or any aspect of the Award this option to reduce or eliminate my the Employee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior The Employee also agrees that he or she will not make any claim against the Company, or any of its Directors, Employees or Subsidiaries or Affiliates related to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items arising from my wages this option. The Employee further acknowledges and agrees that the Employee is solely responsible for filing all relevant documentation that may be required in relation to this option or any Tax-Related Items (other cash compensation paid to me by P&G and/or my Employer than filings or from proceeds documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law), such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or exercise of the option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the sharesreceipt of any dividends. Alternatively, The Employee also understands that applicable laws may require varying Share or in addition, if permissible under local law, P&G may (1) sell or arrange option valuation methods for the sale purposes of shares that I acquire to meet the withholding obligation for calculating Tax-Related Items, and/or (2) withhold and the Company and its Subsidiaries and Affiliates assume no responsibility or liability in shares, provided that P&G only withholds the amount relation to any such valuation or for any calculation or reporting of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G income or my Employer any amount of Tax-Related Items that P&G may be required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or my Employer any Subsidiary or Affiliate may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the account for Tax-Related Items as described in this sectionmore than one jurisdiction.

Responsibility for Taxes. Regardless Except to the extent prohibited by law, the Optionee acknowledges that, regardless of any action P&G or my Employer the Company or, if different, the Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee or deemed by the Company or the Employer in their discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or the Employer (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Optionee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Options, including the issuancegrant, vestingvesting or exercise of the Options, exercise, settlement, the subsequent sale of shares acquired, of Stock acquired as a result of such exercise and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Options to reduce or eliminate my the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to exercise Furthermore, the Optionee acknowledges that the Company and/or the Employer (or settlement of an Awardformer employer, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer as applicable) may be required to withhold all applicable or account for Tax-Related Items in more than one jurisdiction. The Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from my the Optionee’s wages or other cash compensation paid to me the Optionee by P&G the Company and/or my Employer the Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired at exercise of the sharesOptions, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization). Alternatively, The Company may withhold or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation account for Tax-Related ItemsItems by considering minimum statutory withholding amounts or other applicable withholding rates, and/or (2) withhold including maximum applicable rates, in shares, provided that P&G only withholds which case the Optionee will receive a refund of any over-withheld amount of shares necessary in cash and will have no entitlement to satisfy the minimum withholding amountStock equivalent. Finally, I The Optionee shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Optionee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor issue or deliver shares of Stock or the exercise and refuse to deliver proceeds of the sale of shares of Stock if I fail the Optionee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. (a) Regardless of any action P&G the Company or my Employer the Participant’s employer, if other than the Company (the “Employer”), takes with respect to any or all federal, state or local income tax, social insurancesecurity contributions, payroll tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan that are legally applicable to the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and that P&G such liability may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Award, including including, without limitation, the issuanceissuance of Shares, vesting, exercise, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such issuance and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant becomes subject to tax and/or social security contributions in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to exercise or settlement of an Awardany relevant taxable, I tax and/or social security contribution withholding event, the Participant shall pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G and/or my Employer the Participant authorizes the Company or its agent to withhold all satisfy any applicable withholding obligations with regards to Tax-Related Items by withholding a number of Shares to be issued upon settlement of the Award. If, for any reason, the Shares that would otherwise be deliverable to the Participant upon settlement of the Award would be insufficient to satisfy the tax withholding obligations, or if such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant authorizes (i) the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from my those Shares to be issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligations for Tax-Related Items (ii) the Company, the Employer and any Affiliate to withhold an amount from the Participant’s wages or other compensation or require the Participant to make a cash compensation paid payment sufficient to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may fully satisfy any applicable withholding obligations for Tax-Related Items. (1c) sell or arrange for the sale of shares that I acquire to meet Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, the Participant is deemed, for tax and/or social security contributions and other purposes, to have been issued the full number of Shares, notwithstanding that a number of Shares are held back solely for the purposes of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (2d) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I The Participant shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Participant’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Participant expressly acknowledges that the delivery of Shares is conditioned on satisfaction of all Tax-Related Items in accordance with this Section 3, and that the Company may refuse to honor the exercise and refuse to deliver the shares Shares if I fail the Participant fails to comply with my the Participant’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action P&G the Company or my Employer the Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), I acknowledge the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains my his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Options, including but not limited to, the issuancegrant, vestingvesting or exercise of the Options, exercise, settlement, the subsequent sale of shares acquired, of Common Stock acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Options to reduce or eliminate my the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, if the Optionee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise of the Options or settlement of an Awardany other relevant taxable or tax withholding event, I shall as applicable, the Optionee must pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G the Optionee authorizes the Company and/or my Employer the Employer, or their respective agents, are authorized, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following: (1) withholding from my the Optionee’s wages or other cash compensation paid to me the Optionee by P&G the Company and/or my Employer the Employer; or (2) withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the sharesOptions, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or (3) withholding in shares of Common Stock to be issued at exercise of the Options. AlternativelyTo avoid negative accounting treatment, the Company may withhold or in addition, if permissible under local law, P&G may (1) sell account for Tax-Related Items by considering applicable minimum statutory withholding amounts or arrange for other applicable withholding rates. If the sale of shares that I acquire to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (2) withhold in sharesfor tax purposes, provided that P&G only withholds the amount Optionee will be deemed to have been issued the full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountexercised Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. Finally, I shall The Optionee will be required to pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Optionee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor issue or deliver shares of Common Stock or the exercise and refuse to deliver proceeds of the sale of shares of Common Stock if I fail the Optionee fails to comply with my his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless This provision supplements Section 4(d) of the Special Transaction Incentive Performance- and Service-Based Restricted Stock Unit Agreement: (a) The Participant acknowledges that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Service Recipient, the ultimate liability for all income tax, excise tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Participant further acknowledges that P&G the Company and/or my Employer the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the RSUs, exercise, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such settlement and the receipt of any dividends or and/or any dividend equivalents, or potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if the Participant is subject to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or other cash compensation paid former service recipient, as applicable) may be required to me by P&G and/or my Employer withhold or from proceeds of account for Tax-Related Items in more than one jurisdiction. (b) If the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, and/or for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Withholding Taxes. (2c) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall the Participant agrees to pay to P&G the Company or my Employer the Service Recipient, any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares Withholding Taxes that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if I fail the Participant fails to comply with my the Participant’s obligations in connection with the TaxWithholding Taxes. (d) Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Special Transaction Incentive Performance- and Service-Related Items as described in this sectionBased Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

Responsibility for Taxes. Regardless (a) Participant acknowledges that, regardless of any action P&G the Company or my Employer takes any Related Entity take with respect to any or all income taxWithholding Taxes related to the Award or Participant’s participation in the Plan and legally applicable to Participant, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items such Withholding Taxes is and remains my Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or any Related Entity. Participant further acknowledges that P&G and/or my Employer the Company and any Related Entity (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items Withholding Taxes in connection with any aspect of this the Award, including the issuancegrant or settlement of the Award, vestingthe issuance of Shares upon settlement of the Award, exercise, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to such issuance and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictionequivalent amounts; and (2ii) do not commit to to, and are under no obligation to, structure the terms of the Award grant or any aspect of the Award to reduce or eliminate my Participant’s liability for Tax-Related ItemsWithholding Taxes or achieve any particular tax result. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in additionFurther, if permissible under local lawParticipant has become subject to Withholding Taxes in more than one jurisdiction, P&G may (1) sell or arrange for Participant acknowledges that the sale of shares that I acquire to meet the withholding obligation for Tax-Company and any Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer Entity may be required to withhold or account for Withholding Taxes in more than one jurisdiction. (b) The Company will collect, and Participant authorizes the Company to collect, the Withholding Taxes with respect to the issued Shares through an automatic Share withholding procedure pursuant to which the Company will withhold, immediately as the Shares are issued under the Award, a result portion of my participation those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”), unless the Share Withholding Method is not permissible or advisable under local law or until the Company otherwise decides, in its sole discretion, to no longer utilize the Plan or my purchase of shares that cannot be Share Withholding Method and provides Participant with a corresponding notice. If the obligation for Withholding Taxes is satisfied by using the means previously described. P&G Share Withholding Method, then Participant will, for tax purposes, be deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares are withheld solely for the purpose of paying the applicable Withholding Taxes. (c) If the Share Withholding Method is not being used, then the Withholding Taxes will be collected from Participant through another method set forth in Section 7 of the Plan. (d) Notwithstanding the above, the Company may refuse collect the Withholding Taxes with respect to honor the exercise and refuse distributed dividend equivalents by withholding a portion of that distribution equal to deliver the shares if I fail to comply with my obligations in connection with amount of the Tax-Related Items as described in this sectionWithholding Taxes.

Responsibility for Taxes. Regardless of any action P&G the Company or my Employer takes the Participant’s employer (the “Employer”) take with respect to any or all income taxtax (including any U.S. federal, state, local and any non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items legally applicable or deemed legally applicable to the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe RSUs, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the RSUs or the receipt of an equivalent cash payment, exercise, settlement, the subsequent sale of shares acquired, any Shares acquired at vesting and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in any jurisdictiondividends; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate my the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company or the Employer (or former employer) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, the Participant shall pay or make arrangements satisfactory to the Company (in the Company’s sole discretion) to satisfy all withholding (and payment on account, where applicable) obligations for Tax-Related Items. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G the Company shall withhold a number of whole Shares otherwise deliverable at vesting having a Fair Market Value sufficient to satisfy the Participant’s estimated obligations for Tax-Related Items. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the applicable RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. The Company and/or my the Employer may also, in lieu of or in addition to the foregoing, at the Company’s sole discretion as authorized herein by the Participant, withhold all applicable Tax-Related Items in one of the following ways, as determined by the Company: (i) withhold from my the Participant’s wages or other cash compensation paid compensation; (ii) require the Participant to me by P&G and/or my Employer or from proceeds deposit with the Company an amount of cash sufficient to meet the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may Participant’s obligation for Tax-Related Items; (1iii) sell or arrange for the sale of shares that I acquire a sufficient number of Shares to meet be issued on the vesting of the RSUs to satisfy Tax-Related Items; and/or (iv) any other method of withholding (or payment on account, when applicable) determined by the Company and permitted by applicable law. Depending on the withholding obligation method, the Company may withhold or account for Tax-Related ItemsItems by considering statutory or other withholding rates, and/or including (2to the extent permitted under the Plan) withhold up to the maximum rate in sharesthe Participant’s jurisdiction(s). In the event the application of the withholding rate leads to over-withholding, provided that P&G only withholds the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares) from the Company or the Employer or, if not so refunded, the Participant may be able to seek a refund from the applicable tax authorities. In the event of shares necessary under-withholding, the Participant may be required to satisfy pay additional Tax-Related Items directly to the minimum withholding amountapplicable tax authorities. Finally, I The Participant shall pay to P&G or my the Company and/or the Employer any amount of Tax-Related Items that P&G or my the Company and/or the Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor deliver Shares to the exercise and refuse to deliver Participant if the shares if I fail Participant fails to comply with my obligations the Participant’s obligation in connection with the Tax-Related Items as described in this sectionherein. The Participant hereby consents to any action reasonably taken by the Company and/or the Employer to meet the Participant’s obligation for Tax-Related Items.

Responsibility for Taxes. Regardless of any action P&G or my Employer the Company or, if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee (“Tax-Related Items”), I acknowledge Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains my his or her responsibility and that P&G such liability may exceed the amount actually withheld by the Company or the Employer. Awardee further acknowledges that the Company and/or my the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe Restricted Stock Units, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the Restricted Stock Units, exercisethe issuance of Stock upon settlement of the Restricted Stock Units, settlement, the subsequent sale of shares acquired, Stock and the receipt of any dividends or dividend equivalents, or potential impact of current or future tax legislation in and/or any jurisdictionDividend Equivalent Rights; and (2b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate my Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Awardee becomes subject to exercise tax in more than one jurisdiction, Awardee acknowledges that the Company and/or the Employer (or settlement of an Awardformer employer, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer as applicable) may be required to withhold all applicable or account for Tax-Related Items in more than one jurisdiction. Awardee’s Tax-Related Items subject to a withholding obligation by the Company and/or the Employer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from my wages or other cash compensation paid shares of Stock to me by P&G and/or my Employer or from proceeds be issued to Awardee upon vesting/settlement of the sale Restricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy the shareswithholding obligations for Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if permissible under local lawany, P&G may for Tax-Related Items by one or a combination of the following: (1i) sell or arrange for withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 15 of the Plan; provided, however, that I acquire to meet if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related ItemsItems may be satisfied by method (i) or (ii) above, and/or (2) or a combination thereof. The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum rates applicable in sharesAwardee’s jurisdiction, provided that P&G only withholds in which case Awardee may receive a refund of any over-withheld amount in cash and will have no entitlement to the amount Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, Awardee is deemed to have been issued the full number of shares necessary of Stock subject to satisfy the minimum withholding amountvested Restricted Stock Units, notwithstanding that a number of shares is held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, I Awardee shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my Awardee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Stock or the proceeds of the sale of Stock, if I fail Awardee fails to comply with my Awardee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless (a) The Awardee acknowledges that, regardless of any action P&G or my Employer the Company or, if different, the Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding relating to the Awardee’s participation in the Plan (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items legally due by the Awardee is and remains my the Awardee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Awardee further acknowledges that P&G the Company and/or my the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Stock Award, including the issuancegrant, vestingvesting (including on account of the Awardee’s termination of employment described in Section 5(c)) and settlement of the Stock Award, exercise, settlement, the subsequent sale of shares acquired, Shares acquired pursuant to the Stock Award and the receipt of any dividends or dividend equivalentsother distributions, or potential impact of current or future tax legislation in any jurisdictionif any; and (2) do not commit to structure the terms of the Award grant or any aspect of the Stock Award to reduce or eliminate my the Awardee’s liability for Tax-Related Items. Prior Further, if the Awardee is subject to exercise Tax-Related Items in more than one jurisdiction, the Awardee acknowledges that the Company and/or the Employer (or settlement former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) The Awardee authorizes the Company and/or the Employer to, in the sole discretion of an Awardthe Company and/or the Employer, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items legally payable by the Awardee from my the Awardee’s wages or other cash compensation paid to me the Awardee by P&G the Company and/or my Employer the Employer, within legal limits, or from proceeds of the sale of the sharesShares. Alternatively, or in addition, if permissible under local law, P&G the Company and/or the Employer may in its sole discretion (1) sell or arrange for the sale of shares Shares that I acquire Awardee acquires pursuant to the Stock Award to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in sharesShares otherwise payable pursuant to the Stock Award, provided that P&G the Company and/or the Employer only withholds the amount of shares Shares necessary to satisfy not more than the minimum maximum withholding amount. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, for tax purposes, the Awardee is deemed to have been issued the full number of Shares subject to the vested/settled Stock Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (c) Finally, I the Awardee shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold as a result of my the Awardee’s participation in the Plan or my purchase the Awardee’s acquisition of shares Shares pursuant to the Stock Award that canis not be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to deliver the shares Shares if I fail the Awardee fails to comply with my the Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless The Employee acknowledges and agrees that, regardless of any action P&G or my Employer takes with respect to any or taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items ) is and remains my the Employee’s responsibility and may exceed the amount (if any) withheld by the Company or the Employer. The Employee further acknowledges that P&G the Company and/or my the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Awardthe PRSUs, including including, but not limited to, the issuancegrant, vestingvesting or settlement of the PRSUs, exercise, settlement, subsequent sale of shares acquired, the receipt of any dividends or dividend equivalentson Shares, or potential impact and the subsequent sale of current or future tax legislation in any jurisdictionthe Shares; and (2ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award PRSUs to reduce or eliminate my the Employee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if the Employee has become subject to exercise tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or settlement of an Awardformer employer, I shall as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding paragraph 5, prior to any relevant taxable or tax withholding event, as applicable, the Employee will pay or make adequate arrangements satisfactory to P&G the Company and/or my the Employer to satisfy all withholding and payment on account obligations of P&G and/or my EmployerTax-Related Items. In this regard, I authorize P&G and/or my Employer the Company shall withhold in Shares otherwise deliverable to withhold all applicable the Employee having a Fair Market Value equal to an amount that satisfies the Tax-Related Items required to be withheld. In the event that such withholding in Shares is problematic under applicable tax, securities, or other laws or has materially adverse accounting consequences, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following: a. withholding from my the Employee’s wages or other cash compensation paid to me the Employee by P&G the Company and/or my Employer or the Employer; or b. withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the sharesPRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization without further consent). AlternativelyThe Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, or including maximum rates applicable in additionthe Employee’s jurisdiction, if permissible under local law, P&G in which case the Employee may (1) sell or arrange for receive a refund of any over-withheld amount in cash and will have no entitlement to the sale of shares that I acquire to meet equivalent amount in Shares. If the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, and/or (2) withhold in sharesfor tax purposes, provided the Employee is deemed to have been issued the full number of Shares subject to the vested PRSUs, notwithstanding that P&G only withholds a number of the amount Shares are held back solely for the purpose of shares necessary to satisfy paying the minimum withholding amountTax-Related Items . Finally, I the Employee shall pay to P&G the Company or my the Employer any amount of Tax-Related Items that P&G the Company or my the Employer may be required to withhold or account for as a result of my the Employee’s participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares if I fail the Employee fails to comply with my the Employee’s obligations in connection with the Tax-Related Items as described in this sectionItems.