Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. It is the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.

Responsibility for Taxes. It is Subject to the intent provisions of the Owners that so far as possibleSection 7.5, each Owner Seller shall separately report, promptly and timely file returns with respect to, be responsible for and pay all propertyfor, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such indemnify Buyer from and against, (i) Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to the Purchased Assets and pay such the Business for any Pre-Closing Tax Period and for that portion of any Straddle Period that ends on the Closing Date, (ii) any Taxes of the Seller for any taxable period that are not with respect to the Purchased Assets or the Business and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)iii) of such TaxesTaxes with respect to the Purchased Assets and the Business attributable to any transaction occurring, or action taking place, prior to Closing; provided, however, that sales Seller shall not be responsible for and use tax shall not indemnify Buyer against such Taxes to the extent (A) such Taxes are included in Other Costs or as current liabilities in the Monthly Transmission Facilities O&M Chargecalculation of Closing Working Capital and (B) such Taxes are attributable to any transaction not contemplated by this Agreement or occurring outside the Ordinary Course of Business on the Closing Date but after the Closing. Subject to the provisions of Section 7.5, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge Buyer shall be recovered by responsible for, and shall indemnify Seller from and against, (i) Taxes described in the Operator pursuant proviso of the immediately preceding sentence, (ii) Taxes with respect to Section 4.7. Neither Operator shall have the Purchased Assets for the portion of any obligation Straddle Period that commences immediately following the Closing Date and (iii) Taxes with respect to contest or to seek refund of such Taxesthe Purchased Assets for all other Tax periods ending after the Closing Date; provided, however, that each Operator may, by its personnel or counsel Buyer shall not be responsible for and shall not indemnify Seller against Taxes described in clauses (ii) and (iii) of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay this sentence to the Operator extent such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings Taxes are included as current assets in the same proportioncalculation of Closing Working Capital. Each Owner agrees to cooperate with the other Owner For purposes of this Agreement, Taxes, with respect to reasonable requests for information the Purchased Assets and the Business, that relate to the Straddle Period shall be allocated between the portion of such Straddle Period ended on the Closing Date and the remaining portion of such Straddle Period as follows: (i) in the case of income, sales and use, withholding, and escheat Taxes, as determined from an interim closing of the books or records of the Business at the close of business on the Closing Date and (ii) in the case of Taxes other matters with respect than income, sales and use, withholding, and escheat Taxes, in proportion to Taxesthe number of days in each such portion. Seller and Buyer acknowledge that the obligations of Seller and Buyer in this Section 7.2 are subject to the proviso in the second sentence of Section 9.1 and, to the extent applicable, Sections 9.4, 9.6 and 9.7.

Responsibility for Taxes. It is Regardless of any action the intent of Company or the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns employer (the “Employer”) takes with respect toto any or all income tax, be responsible for and pay all propertyNICs, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out Option Holder acknowledges that the ultimate liability for all Tax-Related Items legally due by Option Holder is and remains Option Holder’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the matters contemplated by this Agreementreceipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Option Holder’s liability for Tax-Related Items. Prior to exercise of the Option, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and Option Holder shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Taxes so levied withholding and assessed against it without any responsibility payment on account obligations of the Company and/or the Employer. In this regard, Option Holder authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Option Holder from Option Holder’s wages or other Owner with respect thereto and without cash compensation paid to Option Holder by the amounts thereof being paid and apportioned between Company and/or the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied Employer or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out from proceeds of the foregoing provisions sale of this Section 16.3the shares. Alternatively, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Chargeaddition, if permissible under local law, the Monthly Substation O&M Charge Company may (1) sell or arrange for the Monthly Common Equipment Charge sale of shares that Option Holder acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Option Holder shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerCompany or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Option Holder’s Pro Rata Share (based on its applicable Ownership Interest(s)) participation in the Sub Plan or Option Holder’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Option Holder fails to comply with Option Holder’s obligations in connection with the Tax-Related Items as described in this section. Option Xxxxxx agrees and authorizes that any withholding, deduction or payment indicated above must occur within 90 days after the exercise, assignment or release of the costs Option or the receipt of such proceedings and shall share a benefit in any savings resulting from such proceedings money or money’s worth in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect Option (the “Due Date”). In the event that the Company and/or the Employer are unable to reasonable requests for information withhold or collect any income tax, NICs or other matters with respect withholding due by the Due Date, Option Holder agrees that the amount of uncollected tax shall constitute a loan owed by Option Holder to Taxesthe Company and/or the Employer and interest will be charged at the Inland Revenue official rate of interest. Option Xxxxxx further agrees that the loan will be immediately repayable and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. Option Xxxxxx also authorizes the Company to withhold the transfer of any shares unless and until the loan is repaid in full.

Responsibility for Taxes. It is Regardless of any action the intent of Company or the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns Employer takes with respect toto any and all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out you hereby acknowledge and agree that the ultimate liability for any and all Tax-Related Items is and remains your responsibility and liability and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Performance Awards, including the grant or vesting of the Performance Awards, the issuance of shares of Common Stock upon settlement of vested Performance Awards, and the matters contemplated subsequent sale of the shares of Common Stock acquired pursuant to such issuance; and (b) do not commit to structure the terms of the grant or any aspect of the Performance Awards to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Unless the Company or any Affiliate directs that it shall not, each Award shall include a requirement that you irrevocably agree that the Company or any Affiliate (as appropriate) may recover the whole or any part of any employer taxes from you and at the request of the Company or any Affiliate (as appropriate) you shall elect (using a form approved by this Agreement, HM Revenue & Customs) that such Taxes the whole or any part of the liability for employer taxes shall be separately levied transferred to you. The Company or any Affiliate may decide to release you from or not to enforce any part of your obligations in respect of employer taxes under this Section 9. An Award shall include a requirement that you irrevocably agree to enter into a joint election, under section 431(1) or section 431(2) of the United Kingdom Income Tax (Earnings and assessed against each Owner severally and that each Owner shall Xxxxxxxx) Xxx 0000 in respect of the Common Stock to be solely responsible for and acquired pursuant to the Award if required to do so by the Company or any Affiliate before any Common Stock is issued to you under the Plan. Prior to any relevant taxable or tax withholding event, as applicable, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Taxes so levied and assessed against it without any responsibility withholding obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other Owner with respect thereto cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of shares of Common Stock acquired upon vesting/settlement of the Performance Awards. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares of Common Stock that you acquire in settlement of the Performance Awards to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares of Common Stock, provided that the Company and/or the Employer only withholds the amount of Common Stock necessary to satisfy the minimum withholding requirement. Any estimated withholding which is not required in satisfaction of any Tax-Related Items will be repaid to you by the Company and/or the Employer within a reasonable time and without the amounts thereof being paid and apportioned between the Owners under this Agreementinterest. To the extent that Taxes (such as propertyFinally, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator you shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) Company and/or the Employer any amount of any Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or from the grant, vesting, or settlement of the costs Performance Awards that cannot be satisfied by the means previously described. The Company may refuse to issue shares of Common Stock in settlement of the Performance Awards, or may refuse to deliver the proceeds of the sale of such proceedings and shall share Common Stock, if you fail to comply with your obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect Tax-Related Items as described in this Section. You acknowledge and agree that the Company is making no representation or warranty as to reasonable requests for information the tax consequences to you as a result of the receipt of the Performance Awards, the lapse of any Forfeiture Restrictions, or other matters with respect the forfeiture of any Performance Awards pursuant to Taxesthe Forfeiture Restrictions.

Responsibility for Taxes. It is Regardless of any action the intent of Grantor and/or Participant’s employer (the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns “Employer”) takes with respect toto any or all income tax (including U.S. federal, be responsible for state and pay all propertylocal tax and/or non-U.S. tax), incomesocial insurance, franchise, businesspayroll tax, or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and that the Grantor and/or the Employer (i) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting and exercise of the Option, the delivery of shares of Common Stock, the subsequent sale of any shares of Common Stock acquired at exercise and the matters contemplated by this Agreementreceipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Participant’s liability for Tax-Related Items. Prior to the relevant taxable event, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and Participant shall pay or make arrangements satisfactory to the Grantor and/or the Employer to satisfy all such Taxes so levied and assessed against it without any responsibility Tax-Related Items withholding obligations of the Grantor and/or the Employer. In this regard, Participant authorizes the Grantor and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from any wages or other Owner cash compensation paid to Participant by the Grantor and/or the Employer. Alternatively, or in addition, Participant authorizes the Grantor and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied regard to all Tax-Related Items legally payable by Participant by one or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out combination of the foregoing provisions following: (i) withholding otherwise deliverable shares of this Section 16.3Common Stock, then either Operator shall report, file returns with respect provided that the Grantor only withholds the amount of shares of Common Stock necessary to satisfy the minimum statutory withholding amount; and pay such Taxes (ii) arranging for the sale of shares of Common Stock otherwise deliverable to Participant (on Participant’s behalf and each Owner shall immediately reimburse such Operator for each such Ownerat Participant’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator direction pursuant to Section 4.7this authorization) and withholding from the proceeds of the sale of shares. Neither Operator If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Participant 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 the Option. Participant shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerGrantor and/or the Employer any amount of Tax-Related Items that the Grantor and/or the Employer may be required to withhold as a result of Participant’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings participation in the same proportionPlan that cannot be satisfied by the means previously described. Each Owner agrees The Grantor may refuse to cooperate deliver to Participant any shares of Common Stock pursuant to Participant’s Option if Participant fails to comply with Participant’s obligations in connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this section.

Responsibility for Taxes. It Holder hereby acknowledges and agrees that the ultimate liability for any and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) is and remains Holder’s responsibility and liability and that the intent Company and/or Holder’s employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Owners Option, including the grant, vesting or exercise of the Option and the subsequent sale of the Shares; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the Option, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, the payment to the Company (or other taxes employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or fees any Subsidiary withhold shares of Stock otherwise issuable under an Option (“Taxes”or allow the surrender of shares of Stock), arising out . The number of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shares of Stock which may be so withheld or surrendered shall be separately levied and assessed against each Owner severally and that each Owner limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility determine the fair market value of the other Owner shares of Stock, consistent with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out applicable provisions of the foregoing provisions Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of this Section 16.3, then either Operator shall report, file returns with respect shares of Stock to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use the Option exercise price or any tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxeswithholding obligation.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. RSU Form RTD-C FORM RTD-C AWARD AGREEMENT [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: Award of Restricted Stock Units This is to advise you that The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: . Number of Restricted Stock Units: [ERISA SHARES] Number of Restricted Stock Units: [IRP SHARES] Number of Restricted Stock Units: [SRI SHARES] Grant Date: [GRANT_DATE] Vest Date: [Later of Grant Date or 5 Yr Service Anniversary] Original Settlement Date: One Year Following Termination of Employment This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Settlement Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners revised from time to time. Any capitalized terms used in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M ChargePlan. You may access the Plan by going to Manager Center - Compensation & Rewards - See Also - Stock Plans - 2014 Stock Plan and the Regulations and Sub Plans by going to Manager Center - Compensation & Rewards - See Also - Stock Plans - Regulations and Country Subplans. If you have difficulty accessing the materials online, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant please send an email to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent The following provisions shall supplement Section 6 of the Owners Agreement: ‘At the request of the Company at any time before the vesting/settlement of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that so far the whole or Form approved July 2022 any part of the liability for national insurance contributions arising as possiblea result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be transferred to the Grantee. The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, each Owner shall separately reportas and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on the Grantee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, promptly Tax-Related Items include (without limitation) employment income tax, employee National Insurance contributions (“NICs”) and timely file returns with respect tothe employee portion of the Health and Social Care levy. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Grantee may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Grantee, as it may be considered a loan. In this case, the amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs and Health and Social Care levy may be payable. The Grantee understands that the Grantee will be responsible for reporting and pay all propertypaying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs and employee Health and Social Care levy due on this additional benefit, income, franchise, business, which may be recovered from the Grantee by the Company or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated Employer by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners means referred to in such a manner as to make impossible the carrying out Section 6 of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesAgreement.’ Notifications

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant means previously described. P&G may refuse to Section 4.7. Neither Operator shall have any obligation honor the exercise and refuse to contest or deliver the shares if I fail to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share comply with my obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.Tax-Related Items as described in this section. 38894376.1

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM F FORM F AWARD AGREEMENT _______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES 15-F In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the matters contemplated by applicable sub-plan, the Schedule 4 CSOP Sub-Plan for the United Kingdom (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement, that such Taxes shall be separately levied including Attachment A and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Exercise Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against revised from time to time, except that the Transmission Facilities, their operation or Committee has waived the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to Article 6.1(a) and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)6.1(c) of the costs of such proceedings and shall share Plan. Any capitalized terms used in any savings resulting from such proceedings this Agreement that are not otherwise defined herein are defined in the same proportionPlan. Each Owner agrees You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations of the Committee by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM RTD-C AWARD AGREEMENT ______________________________________________________________________________ FIRST_NAME_MIDDLE_NAME_LAST_NAME EMPLOYEE_IDENTIFIER Subject: Award of Restricted Stock Units This is to advise you that The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Number of Restricted Stock Units: TOTAL_SHARES_GRANTED Grant Date: OPTION_DATE,'DD-Month-YYYY' Vest Date: Immediately upon Achieving 5 Years of Service Original Settlement Date: One Year Following Termination of Employment This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2019 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this Agreement, that such Taxes shall be separately levied hyperlink: The Procter & Xxxxxx 2019 Stock and assessed against each Owner severally Incentive Compensation Plan and that each Owner shall be solely responsible for the Regulations and shall pay all such Taxes so levied and assessed against it without any responsibility Sub Plans by activating this hyperlink: Regulations of the other Owner with respect thereto and without Committee. If you have difficulty accessing the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertymaterials online, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as please send an email to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator Xxxxxxxx.XX@xx.xxx for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. Option Form BB FORM BB AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows: This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this Agreement, that such Taxes shall be separately levied hyperlink: The Procter & Xxxxxx 2014 Stock and assessed against each Owner severally Incentive Compensation Plan and that each Owner shall be solely responsible for the Regulations and shall pay all such Taxes so levied and assessed against it without any responsibility Sub Plans by activating this hyperlink: Regulations of the other Owner with respect thereto and without Committee. If you have difficulty accessing the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertymaterials online, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as please send an email to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator Xxxxxxxx.XX@xx.xxx for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Notwithstanding Sections 4(b) and 4(c) of the Owners Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that so far 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 referred to in Section 4(b) of the Agreement. Notwithstanding anything contrary in the Plan and Section 4 of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Grantee’s wages or cash compensation such amount as possibleis permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004). The following provisions shall supplement Section 4 of the Agreement: ‘The Grantee hereby irrevocably agrees that the Company or the Employer (if different) may recover from the Grantee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, each Owner at the request of the Company at any time before the vesting/settlement of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for such Employer NICs shall separately reportbe transferred to the Grantee. The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, promptly as and timely file returns with respect towhen requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority) or required by applicable law. The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer on an after tax basis against any Tax-Related Items that they are required (or reasonably consider they are required) to pay or withhold and account for on the Grantee’s behalf, or have paid or will pay, to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee NICs and Employer NICs to the extent permitted by applicable law. The amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs may be payable. The Grantee understands that the Grantee will be responsible for reporting and pay all propertypaying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit, income, franchise, business, which may be recovered from the Grantee by the Company or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated Employer pursuant to the indemnity above by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without means referred to in Section 4 of the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use TaxesThe Grantee irrevocably agrees to enter into a joint election under section 431(1) may be levied of ITEPA 2003 with its employer or assessed against the Transmission Facilities, their operation or the Owners former employer in such a manner as to make impossible the carrying out respect of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect Shares to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator acquired pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesAward.’

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant means previously described. P&G may refuse to Section 4.7. Neither Operator shall have any obligation honor the exercise and refuse to contest or deliver the shares if I fail to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share comply with my obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.Tax-Related Items as described in this section. ATTACHMENT B Performance Factors and Payout Formula FORM BOD AWARD AGREEMENT <NAME> <DATE>

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 FORM F and/or my Employer or from proceeds of the other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied required to withhold as a result of my participation in the Plan or assessed against my purchase of shares that cannot be satisfied by the Transmission Facilities, their operation or means previously described. P&G may refuse to honor the Owners exercise and refuse to deliver the shares if I fail to comply with my obligations in such a manner connection with the Tax-Related Items as described in this section. FORM F 2014 STOCK & INCENTIVE COMPENSATION PLAN RULES OF THE PROCTER & XXXXXX 2014 SCHEDULE 4 CSOP SUB-PLAN FOR THE UNITED KINGDOM 1 General This schedule to make impossible the carrying Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (“the Plan”) sets out the rules of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator Procter & Xxxxxx 2014 Schedule 4 CSOP Sub-Plan for each such Owner’s Pro Rata Share the United Kingdom (based on its applicable Ownership Interest(s“the Sub-Plan”)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM STAR-UF FORM STAR-UF AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] In recognition of your contributions to the future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you two options to purchase shares of Procter & Gambxx Xxxmon Stock as set forth below: Subject: NON-STATUTORY STOCK OPTION SERIES STAR 15-UK Option Price per Share: $[STOCK PRICE] Number of Shares: [UK SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to the terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this Agreement, that such Taxes shall be separately levied hyperlink: The Procter & Gambxx 0004 Stock and assessed against each Owner severally Incentive Compensation Plan and that each Owner shall be solely responsible for the Regulations and shall pay all such Taxes so levied and assessed against it without any responsibility Sub Plans by activating this hyperlink: Regulations of the other Owner with respect thereto and without Committee. If you have difficulty accessing the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertymaterials online, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as please send an email to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesExecxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM UF FORM UF AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows set forth below. Subject: NON-STATUTORY STOCK OPTION SERIES 15-UK Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement including Attachments and the matters contemplated Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this Agreementhyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility you may access the Regulations, which includes the sub-plans, by activating this hyperlink: Regulations of the other Owner with respect thereto and without Committee. If you have difficulty accessing the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertymaterials online, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as please send an email to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator Xxxxxxxx.XX@xx.xxx for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 RSU and/or my Employer or from proceeds of the other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied required to withhold as a result of my participation in the Plan or assessed against my purchase of shares that cannot be satisfied by the Transmission Facilities, their operation or means previously described. P&G may refuse to honor the Owners exercise and refuse to deliver the shares if I fail to comply with my obligations in such a manner connection with the Tax-Related Items as described in this section. FORM EE FORM EE AWARD AGREEMENT [GRANT DATE] [GLOBAL ID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: STOCK APPRECIATION RIGHT SERIES 15-EE In recognition of your contributions to make impossible the carrying out future success of the foregoing provisions of this Section 16.3business, then either Operator shall report, file returns The Procter & Xxxxxx Company (“Company”) hereby grants to you a stock appreciation right with respect to shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: [ACCEPTANCE DATE] This Award is granted in accordance with and pay such Taxes subject to the terms of The Procter & Xxxxxx 2014 Stock and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share Incentive Compensation Plan (based on its including any applicable Ownership Interest(ssub-plan) (the “Plan”)) , the Regulations of such Taxes; providedthe Compensation and Leadership Development Committee of the Board of Directors (“Committee”), however, this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M Charge, Plan. You may access the Monthly Substation O&M Charge or Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Monthly Common Equipment Charge shall be recovered Regulations and Sub Plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertynational insurance contributions, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant means previously described. P&G may refuse to Section 4.7. Neither Operator shall have any obligation honor the exercise and refuse to contest or deliver the shares if I fail to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share comply with my obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect Tax-Related Items as described in this section. FORM STAR-UK ATTACHMENT UK I understand that I am eligible to reasonable requests for information receive a grant of stock options or other matters with respect to Taxesrestricted stock units (an “Award”) under The Procter & Gambxx 0004 Omnibus Incentive Compensation Plan (the “Plan”).

Responsibility for Taxes. It is Recipients of RSUs generally recognize ordinary income when the intent RSU vests and no longer can be forfeited, at which time the Company will also generally have a tax withholding obligation. The amount of ordinary income recognized generally will equal the fair market value of the Owners Shares on the vesting date. Employees subject to taxation in the United States may choose to accelerate the timing of their tax obligation by filing an election under section 83(b) of the Code, pay income tax on the grant, and any gain beyond the initial price will be subject to capital gains tax. By accepting this grant, the Employee agrees that so far the Company may withhold Shares subject to the RSUs, or withhold from the Employee’s paycheck to satisfy all applicable withholding taxes. All taxes related to the award and the Shares thereunder are the Employee’s responsibility. When the Shares are issued as possiblepayment for vested RSUs, each Owner shall separately reportthe Employee will recognize immediate U.S. taxable income if the Employee is a United States taxpayer. If the Employee is a non-U.S. taxpayer, promptly the Employee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested RSUs that have an aggregate market value sufficient to pay the minimum federal, state and timely file returns local income, employment and any other applicable taxes required to be withheld by the Company (or the employing subsidiary) with respect toto the shares. No fractional shares will be withheld or issued pursuant to the grant of RSUs and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. Accordingly, to the extent the fair market value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Company will pay the Employee the difference. The Company (or the employing subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Employee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Employee’s paycheck, as indicated above), no payment will be responsible made to the Employee (or his or her estate) for RSUs unless and pay all property, income, franchise, business, or until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or fees (“Taxes”)collected with respect to such RSUs. By accepting this award, arising out the Employee expressly consents to the withholding of its Ownership Interests Shares and to any cash or Share withholding as provided for in this paragraph. All income and other taxes related to the matters contemplated by this Agreement, that such Taxes shall be separately levied RSU award and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any Shares delivered in payment thereof are the sole responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this AgreementEmployee. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out The recipient of the foregoing provisions RSUs will bear and be fully responsible for all taxes, mandatory payments and other payments based upon or arising from the RSU grant or from the sale of this Section 16.3, then either Operator shall report, file returns any Shares. The Company may take whatever action it deems appropriate to secure payment of tax and other withholding obligations. **We recommend that recipients consult their own tax advisor with respect to the federal, state and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) local tax consequences of such Taxes; providedRSUs, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay tax consequences to the Operator such Owner’s Pro Rata Share (based recipient are dependent on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information his or other matters with respect to Taxesher own individual tax situation.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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/ FORM IT 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. FORM AF FORM AF AWARD AGREEMENT [GRANT DATE] [GLOBAL ID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-LTIP-AA In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company ("Company") hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the "Plan"), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors ("Committee"), and this Award Agreement including Attachments and the matters contemplated Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this Agreement, that such Taxes shall be separately levied hyperlink: The Procter & Xxxxxx 2014 Stock and assessed against each Owner severally Incentive Compensation Plan and that each Owner shall be solely responsible for the Regulations and shall pay all such Taxes so levied and assessed against it without any responsibility Sub Plans by activating this hyperlink: Regulations of the other Owner with respect thereto and without Committee. If you have difficulty accessing the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertymaterials online, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as please send an email to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator Xxxxxxxx.XX@xx.xxx for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 Option FORM BB 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. FORM F FORM F AWARD AGREEMENT [GRANT DATE] [GLOBAL ID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES XX-F In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the matters contemplated by applicable sub-plan, the Schedule 4 CSOP Sub-Plan for the United Kingdom (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement, that such Taxes shall be separately levied including Attachment A and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Exercise Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against revised from time to time, except that the Transmission Facilities, their operation or Committee has waived the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to Article 6.1(a) and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)6.1(c) of the costs of such proceedings and shall share Plan. Any capitalized terms used in any savings resulting from such proceedings this Agreement that are not otherwise defined herein are defined in the same proportionPlan. Each Owner agrees You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations of the Committee by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertynational insurance contributions, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant means previously described. P&G may refuse to Section 4.7. Neither Operator shall have any obligation honor the exercise and refuse to contest or deliver the shares if I fail to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share comply with my obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.Tax-Related Items as described in this section. FORM UF

Responsibility for Taxes. It is Regardless of any action the intent of Company or the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns Optionee’s employer (the “Employer”) takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains the Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of this Option grant, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the matters contemplated by receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of this AgreementOption to reduce or eliminate the Optionee’s liability for Tax-Related Items. Coincident with the exercise of this Option, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and the Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Taxes so levied withholding and assessed against it without any responsibility payment on account obligations of the Company and/or the Employer. In this regard, the Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Optionee from the Optionee’s wages or other Owner with respect thereto and without cash compensation paid to the amounts thereof being paid and apportioned between Optionee by the Owners under this Agreement. To Company and/or the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied Employer or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out from proceeds of the foregoing provisions sale of this Section 16.3the Shares. Alternatively, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Chargeaddition, if permissible under local law, the Monthly Substation O&M Charge Company may sell or arrange for the Monthly Common Equipment Charge sale of Shares that the Optionee acquires to meet the withholding obligation for Tax-Related Items. Finally, the Optionee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the costs of such proceedings and shall share in any savings resulting from such proceedings Optionee’s participation in the same proportionPlan or the Optionee’s purchase of Shares to the extent not satisfied by the means previously described. Each Owner agrees The Company may refuse to cooperate honor the exercise and refuse to deliver the Shares if the Optionee fails to comply with the other Owner Optionee’s obligations in connection with respect to reasonable requests for information or other matters with respect to Taxesthe Tax-Related Items as described in this section.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 FORM FR and/or my Employer or from proceeds of the other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant means previously described. P&G may refuse to Section 4.7. Neither Operator shall have any obligation honor the exercise and refuse to contest or deliver the shares if I fail to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share comply with my obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.Tax-Related Items as described in this section. FORM FR

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertynational insurance contributions, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant means previously described. P&G may refuse to Section 4.7. Neither Operator shall have any obligation honor the exercise and refuse to contest or deliver the shares if I fail to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share comply with my obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect Tax-Related Items as described in this section. FORM STAR-UF ATTACHMENT UK I understand that I am eligible to reasonable requests for information receive a grant of stock options or other matters with respect to Taxesrestricted stock units (an “Award”) under The Procter & Gambxx 0004 Omnibus Incentive Compensation Plan (the “Plan”).

Responsibility for Taxes. It is i.Regardless of any action the intent of Company or Executive’s employer (the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns “Employer”) takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related items related to the Equalization Payment and legally applicable to Executive (“TaxesTax-Related Items”), arising out Executive acknowledges that the ultimate liability for all Tax-Related Items is and remains Executive’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Executive further acknowledges that the Company and/or the Employer (x) make no representations or undertakings regarding the treatment of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility Tax-Related Items in connection with any aspect of the other Owner with respect thereto Equalization Payment (or any portion thereof) or Executive’s receipt thereof; and without (y) do not commit to and are under no obligation to structure the amounts thereof being paid and apportioned between terms or any aspect of this Agreement or the Owners under this AgreementEqualization Payment to reduce or eliminate Executive’s liability for Tax-Related Items or achieve any particular tax result. To Further, if Executive has become subject to tax in more than one jurisdiction, Executive acknowledges that the extent that Taxes Company and/or the Employer (such or former employer, as property, payroll, sales and use Taxesapplicable) may be levied required to withhold or assessed against account for Tax-Related Items in more than one jurisdiction. xx.Xx this regard, Executive authorizes the Transmission FacilitiesCompany or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts from the Equalization Payment (or any portion thereof). The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts, their operation maximum withholding rates or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3other applicable withholding rates. iii.Finally, then either Operator Executive shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) Company or the Employer, as applicable, 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 costs of such proceedings and shall share Equalization Payment (or any portion thereof) that cannot be satisfied by the means previously described. The Company may refuse to pay the Equalization Payment (or any portion thereof) if Executive fails to comply with Executive’s obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.Tax-Related Items. c.

Responsibility for Taxes. It is Notwithstanding any contrary provision of this Award Agreement, no certificate representing the intent Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, National Insurance Contributions, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant, including, but not limited to, the grant, vesting or settlement of the Owners that so far as possiblePerformance-Based Restricted Stock Units, each Owner shall separately report, promptly the subsequent sale of Shares acquired pursuant to such settlement and timely file returns the receipt of any dividends (“Tax-Related Items”) which the Company determines must be withheld with respect toto such Shares. Prior to vesting and/or settlement of the Performance- Based Restricted Stock Units, be responsible for Participant will pay or make adequate arrangements satisfactory to the Company and/or Participant’s employer (the “Employer”) to satisfy all withholding and pay all propertypayment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, income, franchise, businessParticipant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or other taxes in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or fees require Participant to satisfy such tax withholding obligation, in whole or in part (“Taxes”)without limitation) by (a) paying cash, arising out (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its Ownership Interests sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Shares having a Fair Market Value equal to the matters contemplated by this Agreement, that such Taxes shall amount required to be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreementwithheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant [and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied]. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that Taxes the Company and/or the Employer (such or former employer, as property, payroll, sales and use Taxesapplicable) may be levied required to withhold or assessed against account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the Transmission Facilitiespayment of any Tax-Related Items hereunder at the time any applicable Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance-Based Restricted Stock Units otherwise are due, their operation Participant will permanently forfeit such Performance-Based Restricted Stock Units and any right to receive Shares thereunder and the Performance-Based Restricted Stock Units will be returned to the Company at no cost to the Company. Regardless of any action of the Company or the Owners Employer, Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in such a manner as to make impossible the carrying out connection with any aspect of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect Performance-Based Restricted Stock Units; and (2) do not commit to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any are under no obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as structure the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) terms of the costs grant or any aspect of such proceedings and shall share in the Performance-Based Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxesparticular tax result.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertynational insurance contributions, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant means previously described. P&G may refuse to Section 4.7. Neither Operator shall have any obligation honor the exercise and refuse to contest or deliver the shares if I fail to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share comply with my obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this section.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied required to withhold as a result of my participation in the Plan or assessed against my purchase of shares that cannot be satisfied by the Transmission Facilities, their operation or means previously described. P&G may refuse to honor the Owners exercise and refuse to deliver the shares if I fail to comply with my obligations in such a manner connection with the Tax-Related Items as described in this section. FORM EE AWARD AGREEMENT _______________________________________________________________________________________ [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: STOCK APPRECIATION RIGHT SERIES 15-EE In recognition of your contributions to make impossible the carrying out future success of the foregoing provisions of this Section 16.3business, then either Operator shall report, file returns The Procter & Xxxxxx Company (“Company”) hereby grants to you a stock appreciation right with respect to shares of Procter & Xxxxxx Common Stock as follows: Xxxxx Xxxxx: $[STOCK PRICE] Number of Rights: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: [ACCEPTANCE DATE] This Award is granted in accordance with and pay such Taxes subject to the terms of The Procter & Xxxxxx 2014 Stock and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share Incentive Compensation Plan (based on its including any applicable Ownership Interest(ssub-plan) (the “Plan”)) , the Regulations of such Taxes; providedthe Compensation and Leadership Development Committee of the Board of Directors (“Committee”), however, this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M Charge, Plan. You may access the Monthly Substation O&M Charge or Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Monthly Common Equipment Charge shall be recovered Regulations and Sub Plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent The following provision supplements Section 6 of the Owners Non-Qualified Stock Option Agreement for Employees. The Optionee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Optionee's participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”) is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that so far as possiblethe Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Option, each Owner shall separately reportincluding, promptly and timely file returns with respect but not limited to, the grant or vesting of the Stock Option and the subsequent sale of shares of Stock acquired pursuant to such vesting and the receipt of any dividends and/or dividend equivalents; and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction and may seek evidence from the Optionee of residency for purposes of operating such withholding or payment on account. The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items are withheld or collected from the Optionee, if and to the extent required by applicable law. In this regard, the Company will have the power and the right to require the Optionee to remit to the Company, the amount necessary to satisfy the Tax-Related Items. Notwithstanding the foregoing, unless otherwise determined by the Administrator, any obligations to pay all propertyTax-Related Items will be met by having the Company withhold a number of shares of Stock from the total number of shares of Stock otherwise issuable to the Optionee upon the relevant taxable or tax withholding event, incomeas applicable. In the event that withholding in shares of Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, franchise, businessthe Optionee authorizes the Company, or other taxes its respective agents, at the Company’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility a combination of the following: (i) requiring the Optionee to make a payment in a form acceptable to the Company; (ii) withholding from the Optionee’s Director fees or other Owner with respect thereto cash compensation paid to the Optionee by the Company; (iii) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or (iv) any other method of withholding determined by the Company and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To to the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation required by applicable law or the Owners Plan, approved by the Administrator. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in such which case the Optionee will receive a manner as refund of any over-withheld amount in cash and will have no entitlement to make impossible the carrying out Common Stock equivalent. ​ The Company may refuse to issue or deliver the shares of Stock or the proceeds of the foregoing provisions sale of this Section 16.3shares of Stock, then either Operator shall report, file returns with respect if the Optionee fails to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate comply with the other Owner Optionee’s obligations in connection with respect to reasonable requests for information or other matters with respect to Taxesthe Tax-Related Items.

Responsibility for Taxes. It is The following provision supplements Section 8: “Tax Withholding” in the intent Agreement: Without limitation to Section 8 of the Owners Agreement, the Grantee hereby agrees that so far he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as possibleand when requested by the Company or the Service Recipient, each Owner shall separately reportas applicable, promptly or by His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and timely file returns with respect tokeep indemnified the Company and the Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Grantee’s behalf. ​ Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Grantee understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Grantee, if the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Grantee on which additional income tax and National Insurance Contributions (“NICs”) may be payable. The Grantee understands that he or she will be responsible for reporting and pay all propertypaying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Service Recipient (as appropriate) the amount of any NICs due on this additional benefit, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and which may also be recovered from the matters contemplated Grantee by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without means referred to in Section 8 of the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.​

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. Form BB FORM BB AWARD AGREEMENT ______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows: This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this Agreement, that such Taxes shall be separately levied hyperlink: The Procter & Xxxxxx 2014 Stock and assessed against each Owner severally Incentive Compensation Plan and that each Owner shall be solely responsible for the Regulations and shall pay all such Taxes so levied and assessed against it without any responsibility Sub Plans by activating this hyperlink: Regulations of the other Owner with respect thereto and without Committee. If you have difficulty accessing the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertymaterials online, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as please send an email to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator Xxxxxxxx.XX@xx.xxx for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is Regardless of any action the intent of Company or the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns Optionee’s employer (the “Employer”) takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the matters contemplated by this Agreementreceipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Prior to exercise of the Option, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Taxes so levied withholding and assessed against it without any responsibility payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by him or her from Optionee’s wages or other Owner with respect thereto and without cash compensation paid to him or her by the amounts thereof being paid and apportioned between Company and/or the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied Employer or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out from proceeds of the foregoing provisions sale of this Section 16.3shares of Common Stock. Alternatively, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Chargeaddition, if permissible under local law, the Monthly Substation O&M Charge Company may (1) sell or arrange for the Monthly sale of shares of Common Equipment Charge Stock that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Optionee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerCompany or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings participation in the same proportionPlan or Optionee’s purchase of shares of Common Stock that cannot be satisfied by the means previously described. Each Owner agrees The Company may refuse to cooperate honor the exercise and refuse to deliver the shares of Common Stock if Optionee fails to comply with Optionee’s obligations in connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this section.

Responsibility for Taxes. It is the intent The following provision supplements Section 2(a) of the Owners Non-Qualified Stock Option Agreement for Non-Employee Directors. ​ The Optionee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”) is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that so far as possiblethe Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Stock Option, each Owner shall separately reportincluding, promptly and timely file returns with respect but not limited to, the grant, vesting, or exercise of the Stock Option and the subsequent sale of shares of Stock acquired pursuant to such exercise and the receipt of any dividends; and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of this Stock Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction and may seek evidence of residency from the Optionee for purposes of operating such withholding or payment on account. ​ The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items are withheld or collected from the Optionee, if and pay all propertyto the extent required by applicable law. In this regard, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests the Company will have the power and the matters contemplated right to require the Optionee to remit to the Company, the amount necessary to satisfy the Tax-Related Items; provided that any obligations for Tax-Related Items may be satisfied in the manner in which the Option Exercise Price is permitted to be paid under Section 2(b) or any other method permitted by the Plan, with the exception that unless otherwise determined by the Administrator, shares of Stock may only be deducted or withheld from any shares of Stock deliverable under this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility Agreement only pursuant to the election of the other Owner with respect thereto Optionee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and without will have no entitlement to the amounts thereof being paid and apportioned between Common Stock equivalent. ​ The Company may refuse to issue or deliver the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation shares of Stock or the Owners in such a manner as to make impossible the carrying out proceeds of the foregoing provisions sale of this Section 16.3shares of Stock, then either Operator shall report, file returns with respect if the Optionee fails to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate comply with the other Owner Optionee’s obligations in connection with respect to reasonable requests for information or other matters with respect to Taxes.the Tax-Related Items. ​

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM STAR-FR FORM STAR-FR AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES STAR 15-FR In recognition of your contributions to the future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you an option to purchase shares of Procter & Gambxx Xxxmon Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to the terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Exercise Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against revised from time to time, except that the Transmission Facilities, their operation or Committee has waived the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns Article 6 relating to certain restrictions with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, employment with other companies. Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M Charge, Plan. You may access the Monthly Substation O&M Charge or Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Monthly Common Equipment Charge shall be recovered Regulations and Sub Plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesExecxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. It is Regardless of any action the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, Company or other taxes Parent Corporation or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns Subsidiary takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains his or her responsibility and that the Company and/or Parent Corporation or Subsidiary (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the option grant, including the grant, vesting or exercise of the option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the option to reduce or eliminate the Optionee's liability for Tax-Related Items. Prior to exercise of the option, the Optionee shall pay such Taxes or make adequate arrangements satisfactory to the Company and/or Parent Corporation or Subsidiary to satisfy all withholding and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based payment on its account obligations of the Company and/or Parent Corporation or Subsidiary. In this regard, the Optionee authorizes the Company and/or Parent Corporation or Subsidiary to withhold all applicable Ownership Interest(s)) Tax-Related Items legally payable by the Optionee from his or her wages or other cash compensation paid to the Optionee by Company and/or Parent Corporation or Subsidiary or from proceeds of such Taxes; providedthe sale of the shares. Alternatively, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Chargeaddition, if permissible under local law, the Monthly Substation O&M Charge Company may (1) sell or arrange for the Monthly Common Equipment Charge sale of shares that the Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, the Optionee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) Company or Parent Corporation or Subsidiary any amount of Tax-Related Items that the Company or Parent Corporation or Subsidiary may be required to withhold as a result of the costs of such proceedings and shall share in any savings resulting from such proceedings Optionee's participation in the same proportionPlan or the Optionee's purchase of shares that cannot be satisfied by the means previously described. Each Owner agrees The Company may refuse to cooperate honor the exercise and refuse to deliver the Shares if the Optionee fails to comply with his or her obligations in connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this section.

Responsibility for Taxes. It is Regardless of any action the intent of Company or, if different, Optionee’s employer (the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns “Employer”) takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchisefringe benefits tax, business, payment on account or other taxes or fees tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee (“TaxesTax-Related Items”), arising out Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations, warranties or undertakings regarding the treatment of its Ownership Interests the Option or any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Shares upon exercise of the Option, the subsequent sale of Shares and the matters contemplated by this Agreement, that such Taxes shall be separately levied receipt of any dividends and/or any dividend equivalents; and assessed against each Owner severally (ii) do not commit to and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility are under no obligation to structure the terms of the other Owner with respect thereto and without grant or any aspect of the amounts thereof being paid and apportioned between Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Optionee has become subject to tax in more than one jurisdiction, Optionee acknowledges that the Owners under this Agreement. To Company and/or the extent that Taxes Employer (such or former employer, as property, payroll, sales and use Taxesapplicable) may be levied required to withhold or assessed against account for Tax-Related Items in more than one jurisdiction. Optionee’s Tax-Related Items subject to a withholding obligation by the Transmission FacilitiesCompany and/or the Employer shall be satisfied through a net issuance of Shares. The Company shall withhold from Shares to be issued to Optionee a number of Shares with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, their operation or in addition, the Company or the Owners Employer may decide in such their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a manner as to make impossible the carrying out combination of the foregoing provisions following: (i) withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) 8 of such Taxesthe Plan; provided, however, that sales if Optionee 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, unless the use of such withholding method is problematic under tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum or maximum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Optionee may receive a refund of any over-withheld amount in cash and use will have no entitlement to the Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax included in Other Costs or purposes, Optionee is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee’s participation in the Monthly Transmission Facilities O&M ChargePlan. Finally, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge Optionee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerCompany 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 Optionee’s Pro Rata Share (based on its applicable Ownership Interest(s)) participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the costs sale of such proceedings and shall share Shares if Optionee fails to comply with Optionee’s obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items.

Responsibility for Taxes. It is the intent The following provision supplements Section 2(a) of the Owners Non-Qualified Stock Option Agreement for Non-Employee Directors. ​ The Optionee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Optionee's participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”) is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that so far as possiblethe Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Stock Option, each Owner shall separately reportincluding, promptly and timely file returns with respect but not limited to, the grant, vesting, or exercise of the Stock Option and the subsequent sale of shares of Stock acquired pursuant to such exercise and the receipt of any dividends; and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of this Stock Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction and may seek evidence of residency from the Optionee for purposes of operating such withholding or payment on account. ​ The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items are withheld or collected from the Optionee, if and pay all propertyto the extent required by applicable law. In this regard, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests the Company will have the power and the matters contemplated right to require the Optionee to remit to the Company, the amount necessary to satisfy the Tax-Related Items; provided that any obligations for Tax-Related Items may be satisfied in the manner in which the Option Exercise Price is permitted to be paid under Section 2(b) or any other method permitted by the Plan, with the exception that unless otherwise determined by the Administrator, shares of Stock may only be deducted or ​ withheld from any shares of Stock deliverable under this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility Agreement only pursuant to the election of the other Owner with respect thereto Optionee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and without will have no entitlement to the amounts thereof being paid and apportioned between Common Stock equivalent. ​ The Company may refuse to issue or deliver the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation shares of Stock or the Owners in such a manner as to make impossible the carrying out proceeds of the foregoing provisions sale of this Section 16.3shares of Stock, then either Operator shall report, file returns with respect if the Optionee fails to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate comply with the other Owner Optionee’s obligations in connection with respect to reasonable requests for information or other matters with respect to Taxes.the Tax-Related Items. ​

Responsibility for Taxes. It is Regardless of any action the intent of Company or the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee or fees deemed by the Company or the Employer to be an appropriate charge to Grantee even if technically due by the Company or the Employer (“TaxesTax-Related Items”), arising out Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Shares, including, but not limited to, the grant, or vesting of the Shares, the subsequent sale of Shares and the matters contemplated by this Agreement, that such Taxes shall be separately levied receipt of any dividends; and assessed against each Owner severally (2) do not commit to and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility are under no obligation to structure the terms of the other Owner with respect thereto and without grant or any aspect of the amounts thereof being paid and apportioned Shares to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Grantee has become subject to tax in more than one jurisdiction between the Owners under this AgreementGrant Date and the date of any relevant taxable event, 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. To the extent that Taxes (the vesting of Shares results in any taxable or tax withholding event, as applicable, Grantee agrees that the obligation shall be satisfied in the following manner: The Company shall retain and instruct a registered broker(s) to sell such number of Shares issued upon vesting of Shares necessary to satisfy the Company’s tax or withholding obligations, after deduction of the broker’s commission, and the broker shall remit to the Company the cash necessary in order for the Company to satisfy its tax or withholding obligations. Grantee covenants to execute any such documents as propertyare requested by the broker of the Company in order to effectuate the sale of the Shares and payment of the tax obligations to the Company. The Grantee represents to the Company that, payrollas of the date hereof, sales and use Taxes) may be levied he or assessed against she is not aware of any material nonpublic information about the Transmission Facilities, their operation Company or the Owners in such Shares. The Grantee and the Company have structured this Agreement to constitute a manner as “binding contract” relating to make impossible the carrying out sale of Shares pursuant to this Section, consistent with the affirmative defense to liability under Section 10(b) of the foregoing provisions Exchange Act under Rule 10b5-1(c) promulgated under the Exchange Act.* To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of this Section 16.3Stock, then either Operator shall reportfor tax purposes, file returns with respect Grantee is deemed to and pay such Taxes and each Owner shall immediately reimburse such Operator have been issued the full number of shares of Stock subject to the vested Shares, notwithstanding that a number of the Shares of Stock are held back solely for each such Ownerthe purpose of paying the Tax-Related Items due as a result of any aspect of Grantee’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge Plan. Grantee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerCompany 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 Grantee’s Pro Rata Share (based on its applicable Ownership Interest(s)) participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the costs sale of such proceedings and shall share shares of Stock, if Grantee fails to comply with his or her obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM STAR-BB FORM STAR-BB AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES STAR 15-BB In recognition of your contributions to the future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you an option to purchase shares of Procter & Gambxx Xxxmon Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to the terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this Agreement, that such Taxes shall be separately levied hyperlink: The Procter & Gambxx 0004 Stock and assessed against each Owner severally Incentive Compensation Plan and that each Owner shall be solely responsible for the Regulations and shall pay all such Taxes so levied and assessed against it without any responsibility Sub Plans by activating this hyperlink: Regulations of the other Owner with respect thereto and without Committee. If you have difficulty accessing the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertymaterials online, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as please send an email to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesExecxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied required to withhold as a result of my participation in the Plan or assessed against my purchase of shares that cannot be satisfied by the Transmission Facilities, their operation or means previously described. P&G may refuse to honor the Owners exercise and refuse to deliver the shares if I fail to comply with my obligations in such a manner connection with the Tax-Related Items as described in this section. FORM EE FORM EE AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: STOCK APPRECIATION RIGHT SERIES 15-EE In recognition of your contributions to make impossible the carrying out future success of the foregoing provisions of this Section 16.3business, then either Operator shall report, file returns The Procter & Xxxxxx Company (“Company”) hereby grants to you a stock appreciation right with respect to shares of Procter & Xxxxxx Common Stock as follows: Xxxxx Xxxxx: $[STOCK PRICE] Number of Rights: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: [ACCEPTANCE DATE] This Award is granted in accordance with and pay such Taxes subject to the terms of The Procter & Xxxxxx 2014 Stock and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share Incentive Compensation Plan (based on its including any applicable Ownership Interest(ssub-plan) (the “Plan”)) , the Regulations of such Taxes; providedthe Compensation and Leadership Development Committee of the Board of Directors (“Committee”), however, this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M Charge, Plan. You may access the Monthly Substation O&M Charge or Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Monthly Common Equipment Charge shall be recovered Regulations and Sub Plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Notwithstanding Sections 5(b) and 5(c) of the Owners Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that so far 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 referred to in Section 5(b) of the Agreement. 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 be selected by the Company to assist with the Plan 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.’ Xxxxxxx’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 possibleof the date the Grantee is no longer actually employed or otherwise rendering services to the Company or, each Owner shall separately reportif different, promptly the Subsidiary to which the grantee provides services (regardless of the reason for such termination and timely file returns with respect to, whether or not later found to be responsible for and pay all property, income, franchise, business, invalid or in breach of employment or other taxes laws or fees 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 “TaxesTermination Date”), arising out of its Ownership Interests and . The Termination Date will not be extended by any common law notice period. Notwithstanding the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; providedforegoing, however, that sales and use tax included in Other Costs or if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Grantee’s right to vest in the Monthly Transmission Facilities O&M ChargeAward 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 Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator 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 obligation pro-rated vesting for that portion of time before the date on which the Grantee’s service relationship is terminated (as determined under this provision), nor will the Grantee be entitled to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determineany compensation for lost vesting.’ Language Consent. Each Owner shall on request pay The following terms and conditions apply to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of Grantees resident in Quebec: The parties acknowledge that it is their express wish that the costs of such Agreement, as well as all documents, notices, and legal proceedings and shall share entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesEnglish.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM UF AWARD AGREEMENT _______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows set forth below. Subject: NON-STATUTORY STOCK OPTION SERIES 15-UK Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement including Attachments and the matters contemplated Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this Agreementhyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility you may access the Regulations, which includes the sub-plans, by activating this hyperlink: Regulations of the other Owner with respect thereto and without Committee. If you have difficulty accessing the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertymaterials online, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as please send an email to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator Xxxxxxxx.XX@xx.xxx for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It The Contract Price includes all Taxes imposed on or payable by Contractor and Subcontractors in connection with the Work, other than: (a) those Taxes for which Owner is responsible as described in Section 7.3; and (b) those Texas Sales and Use Taxes for which Owner will be responsible as described in Section 7.5. Contractor shall: (i) pay and cause the intent payment when due of all Taxes imposed on or payable by Contractor and its Subcontractors in connection with the Owners that so far as possibleWork for which Contractor is responsible pursuant to this Section 7.1; and (ii) make, each and shall cause its Subcontractors to make, any and all payroll deductions required by Applicable Laws. Without limiting the foregoing, the Contract Price includes, and Owner shall separately reporthave no responsibility to pay, promptly any Texas Sales and timely file returns Use Taxes or property taxes or any other taxes assessed, incurred or levied on any Construction Equipment. The Contract Price shall not be increased with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without to any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns or with respect to any withholdings that Owner may be required to make in respect of any of the foregoing items. Contractor shall also bear responsibility for any employment Taxes with respect to all individuals performing services under this Agreement on the behalf of Contractor who are not employed by Contractor as employees of Contractor, and pay cause all Subcontractors to bear responsibility for any employment Taxes with respect to all individuals performing Work for such Taxes and each Owner shall immediately reimburse Subcontractors who are not employed by such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) Subcontractors as employees of such Taxesentities. Notwithstanding the foregoing, Contractor shall not be liable for, and the Contract Price shall not include property Taxes levied on: (i) the real property of Owner; and (ii) Equipment and materials to be incorporated into, affixed to, or installed into the LNG Facility; provided, however, that sales and use tax included in Other Costs or notwithstanding anything to the contrary in the Monthly Transmission Facilities O&M Chargeforegoing, Contractor shall be responsible to pay, and the Monthly Substation O&M Charge Contract Price includes, property Taxes on Equipment and materials to be incorporated into, affixed to, or installed into the LNG Facility that are assessed by any jurisdiction outside of Jefferson County, Texas due to Contractor’s delivery, handling, transport or storage of the Equipment (including Capital Spare Parts) that would not have been incurred or levied if Contractor had delivered the Equipment to the Site or the Monthly Common Equipment Charge shall be recovered by laydown yard in Jefferson County, Texas, as applicable, and stored it therein or thereon, until installation in the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such TaxesLiquefaction Facility; provided, howeverfurther, that each Operator maythe foregoing shall not limit Contractor’s right to relief in connection with the occurrence of a Force Majeure event. Contractor shall, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner cause its 122 Subcontractors to, file all returns required with respect to reasonable requests Taxes for information which Contractor or other matters with respect to Taxessuch Subcontractors are responsible hereunder by the date required under Applicable Laws.

Responsibility for Taxes. It is Grantee has reviewed with his own tax advisors the intent federal, state, local and, if applicable, foreign tax consequences of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters transactions contemplated by this Agreement. Grantee is relying solely on such advisors and is not relying in any part on any statement or representation of the Company or any of its agents. The parties have treated Grantee as an independent contractor. Consequently, that such Taxes none of the Grantors, the Company nor any affiliate shall be separately levied and assessed against each Owner severally and responsible for withholding or paying any income tax, social security, unemployment, disability insurance or other tax obligations that each Owner shall be become legally due in connection with any aspect of this Agreement. Grantee is solely responsible for and shall pay timely reporting all such Taxes so levied and assessed against it without income derived from the Restricted Stock (including any responsibility of the dividends or other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns distributions with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered Restricted Stock received by the Operator Grantee pursuant to Section 4.77 of the Agreement) on Grantee’s personal tax return and paying all tax items related thereto, and shall indemnify the Grantors, the Company and any affiliate and hold them harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the Grantors, the Company or any affiliate to withhold or pay any taxes relating to the Restricted Stock. Neither Operator shall have Notwithstanding the foregoing, if it is determined that the Grantors, the Company or any affiliate has any obligation to contest withhold or pay any tax item under any applicable law, including the Internal Revenue Code of 1986, as amended (the “Code”), Grantee authorizes the Company and/or an affiliate, or their respective agents, at their discretion, to seek refund of satisfy the obligations with regard to all such Taxestax items by any means that the Company and/or affiliate determines appropriate, including but not limited to (i) withholding from any cash remuneration paid to Grantee by the Company; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share and (based on its applicable Ownership Interest(s)ii) withholding from proceeds of the costs sale of shares of Common Stock delivered upon vesting of the Restricted Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this Section), and if Grantee fails to properly remit such proceedings and shall share in taxes, the Company may otherwise refuse to issue or transfer any savings resulting from such proceedings in the same proportion. Each Owner agrees Restricted Stock or shares of Common Stock otherwise required to cooperate with the other Owner with respect be issued or transferred pursuant to reasonable requests for information or other matters with respect to Taxesthis Agreement.

Responsibility for Taxes. It is The following provision supplements Section 6: “Tax Withholding” in the intent Agreement: Without limitation to Section 6 of the Owners Agreement, the Grantee hereby agrees that so far he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as possibleand when requested by the Company or the Service Recipient, each Owner shall separately reportas applicable, promptly or by His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and timely file returns with respect tokeep indemnified the Company and the Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Grantee’s behalf. ​ Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Grantee understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Grantee, if the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Grantee on which additional income tax and National Insurance Contributions (“NICs”) may be payable. The Grantee understands that he or she will be responsible for reporting and pay all propertypaying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Service Recipient (as appropriate) the amount of any NICs due on this additional benefit, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and which may also be recovered from the matters contemplated Grantee by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without means referred to in Section 6 of the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.​

Responsibility for Taxes. It You hereby acknowledge and agree that the ultimate liability for any and all tax, social insurance and payroll tax withholding (“Tax-Related Items”) is and remains your responsibility and liability and that Sun and/or Employer (a) make no representations or undertakings regarding the intent treatment of any Tax-Related Items in connection with any aspect of the Owners that so far as possibleoption grant, each Owner including the grant, vesting or exercise of the option and the subsequent sale of Shares acquired pursuant to such exercise; and (b) do not commit to structure the terms of the grant or any aspect of the option to reduce or eliminate your liability for Tax-Related Items. Prior to exercise of the option, you shall separately reportpay or make adequate arrangements satisfactory to Sun and/or Employer to satisfy all withholding obligations of Sun and/or Employer. In this regard, promptly and timely file returns with respect to, be responsible for and pay you authorize Sun and/or Employer to withhold all property, income, franchise, businessapplicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by Sun and/or Employer or from your sale proceeds. Alternatively, or other taxes in addition, if permissible under local law, Sun may sell or fees (“Taxes”)arrange for the sale of Shares that you are due to acquire to meet the minimum withholding obligation for Tax Related Items. Any estimated withholding which is not required in satisfaction of any Tax Related Items will be repaid to you by Sun or Employer. Finally, arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and you shall pay all such Taxes so levied and assessed against it without to Sun or Employer any responsibility amount of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent any Tax Related Items that Taxes (such as property, payroll, sales and use Taxes) Sun or Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or your participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall your purchase of Shares that cannot be recovered satisfied by the Operator pursuant to Section 4.7means previously described. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; providedDATE OF GRANT: <GRANT_DATE> SUN MICROSYSTEMS, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determineINC. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.Xxxxxxx Xxxxxx

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertynational insurance contributions, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant means previously described. P&G may refuse to Section 4.7. Neither Operator shall have any obligation honor the exercise and refuse to contest or deliver the shares if I fail to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share comply with my obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.Tax-Related Items as described in this section. FORM UK

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM F FORM F AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES 15-F In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the matters contemplated by applicable sub-plan, the Schedule 4 CSOP Sub-Plan for the United Kingdom (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement, that such Taxes shall be separately levied including Attachment A and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Exercise Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against revised from time to time, except that the Transmission Facilities, their operation or Committee has waived the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to Article 6.1(a) and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)6.1(c) of the costs of such proceedings and shall share Plan. Any capitalized terms used in any savings resulting from such proceedings this Agreement that are not otherwise defined herein are defined in the same proportionPlan. Each Owner agrees You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations of the Committee by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is Regardless of any action taken by the intent of Company or Optionee's employer (the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes"Employer") may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee's liability for Tax-Related Items. Prior to exercise of the Option, Optionee shall pay such Taxes or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based payment on its account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Ownership Interest(s)) Tax-Related Items legally payable by Optionee from Optionee's wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of such Taxes; providedthe sale of the shares. Alternatively, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Chargeaddition, if permissible under local law, the Monthly Substation O&M Charge Company may (i) sell or arrange for the Monthly Common Equipment Charge sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) Company or the Employer any amount of Tax-Related Items that the costs Company or the Employer may be required to withhold as a result of such proceedings and shall share in any savings resulting from such proceedings Optionee's participation in the same proportionPlan or Optionee's purchase of shares that cannot be satisfied by the means previously described. Each Owner agrees The Company may refuse to cooperate honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this section.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. RSU Form OPNND FORM OPNND AWARD AGREEMENT [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: RESTRICTED STOCK UNIT SERIES OPNND In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Number of Restricted Stock Units: [RSU SHARES] Grant Date: [GRANT DATE] Vest Date: [VEST DATE] Original Settlement Date: [SETTLEMENT DATE] This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments, and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Settlement Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners revised from time to time. Any capitalized terms used in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesPlan.

Responsibility for Taxes. It is Regardless of any action the intent of Company or Grantee's employer (the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns “Employer”) takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes tax-related items related to Grantee's participation in the Plan and legally applicable to Grantee or fees deemed by the Company or the Employer to be an appropriate charge to Grantee even if technically due by the Company or the Employer (“TaxesTax-Related Items”), arising out Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or conversion of the Units, the issuance of shares of Stock upon conversion of the Units, the subsequent Restricted Stock Unit Grant Agreement ___________________________ sale of shares of Stock issued or to be issued upon conversion of the Units and the matters contemplated by this Agreement, that such Taxes shall be separately levied receipt of any dividends; and assessed against each Owner severally (2) do not commit to and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility are under no obligation to structure the terms of the other Owner with respect thereto and without grant or any aspect of the amounts thereof being paid and apportioned Units to reduce or eliminate Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if Grantee has become subject to tax in more than one jurisdiction between the Owners under this AgreementGrant Date and the date of any relevant taxable event, 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. To the extent that Taxes (the vesting of Units results in any taxable or tax withholding event, as applicable, Grantee agrees that the obligation shall be satisfied in the following manner: The Company shall retain and instruct a registered broker(s) to sell such number of Shares issued upon vesting of Units necessary to satisfy the Company's tax or withholding obligations, after deduction of the broker's commission, and the broker shall remit to the Company the cash necessary in order for the Company to satisfy its tax or withholding obligations. Grantee covenants to execute any such documents as propertyare requested by the broker of the Company in order to effectuate the sale of the Shares and payment of the tax obligations to the Company. The Grantee represents to the Company that, payrollas of the date hereof, sales and use Taxes) may be levied he or assessed against she is not aware of any material nonpublic information about the Transmission Facilities, their operation Company or the Owners in such Shares. The Grantee and the Company have structured this Agreement to constitute a manner as "binding contract" relating to make impossible the carrying out sale of Shares pursuant to this Section, consistent with the affirmative defense to liability under Section 10(b) of the foregoing provisions Exchange Act under Rule 10b5-1(c) promulgated under the Exchange Act.** Grantee understands that the sale of this Shares to satisfy the Company's withholding obligations will be considered a sale for purposes of short-swing liability under Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)16(b) of such Taxes; provided, however, that sales and use tax included the Exchange Act. Any profit realized in Other Costs or in a purchase of shares of the Monthly Transmission Facilities O&M Charge, Company's stock within six months of the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall sale may be recovered by the Operator pursuant Company or by a stockholder of the Company on behalf of the Company. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, Grantee is deemed to Section 4.7have been issued the full number of shares of Stock subject to the exercised Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Grantee's participation in the Plan. Neither Operator Grantee shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) 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 Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the costs sale of such proceedings and shall share shares of Stock, if Grantee fails to comply with his or her obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items.

Responsibility for Taxes. It is the intent The following provisions shall supplement Section 11 of the Owners Agreement: ‘At the request of the Company at any time before the exercise of an Option, the Optionee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that so far the whole or any part of the liability for national insurance contributions (“NICs”) arising as possiblea result of a taxable event attributable to the Option or the Optionee’s participation in the plan shall be transferred to the Optionee. The Optionee hereby agrees that the Optionee is liable for all Taxes and hereby covenants to pay all such Taxes, each Owner shall separately reportas and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Optionee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Taxes that they are required to pay or withhold on the Employee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, promptly Tax-Related Items include (without limitation) employment income tax, employee National Insurance contributions (“NICs”) and timely file returns with respect tothe employee portion of the Health and Social Care levy. Notwithstanding the foregoing, if the Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Optionee may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Optionee, as it may be considered a loan. In this case, the amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Optionee on which additional income tax and NICs and Health and Social Care levy may be payable. The Optionee understands that the Optionee will be responsible for reporting and pay all propertypaying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs and employee Health and Social Care levy due on this additional benefit, income, franchise, business, which may be recovered from the Optionee by the Company or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated Employer by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners means referred to in such a manner as to make impossible the carrying out Section 11 of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesAgreement.’

Responsibility for Taxes. It is By accepting this grant, the intent Optionee hereby irrevocably elects to satisfy any taxes and social insurance contribution withholding required to be withheld by the Company or its Subsidiaries on the date of grant, vesting or exercise of the Owners that so far as possible, each Owner shall separately report, promptly Option or delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (“Tax Liability”) by authorizing the Company and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, any of its Subsidiaries to withhold a sufficient number of Shares or cash in lieu thereof from the Optionee’s wages or other taxes compensation to fully satisfy the Tax Liability. Furthermore, the Optionee agrees to pay the Company or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without Subsidiaries any responsibility amount of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent Tax Liability that Taxes (such as property, payroll, sales and use Taxes) may cannot be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out satisfied through one of the foregoing provisions methods. 5 Model for Amended and Restated 2013 Plan Combined US & Int’l Option Agreement Notwithstanding the foregoing, if, on the applicable vesting or exercise date or on any earlier date on which the Tax Liability may be due, the delivery of this Shares is not made because of U.S. Internal Revenue Code Section 16.3409A requirements, then either Operator shall report, file returns the Optionee hereby irrevocably elects to satisfy the Tax Liability due on the applicable vesting or exercise date or on any earlier date on which such taxes may be due with respect to such Shares for which delivery is being deferred by delivering cash to the Company in an amount sufficient to fully satisfy all the Tax Liability. Apart from any withholding obligations that may apply to the Company and/or its Subsidiaries, the Optionee acknowledges and pay such Taxes agrees that the ultimate responsibility for the Tax Liability is and each Owner remains with the Optionee. The Optionee further acknowledges that: (x) the Company and its Subsidiaries make no representations or undertakings regarding the Tax Liability or the receipt of any dividends; (y) the Company and its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate the Tax Liability; and (z) the Optionee should consult a tax adviser regarding the Tax Liability. The Optionee acknowledges that he or she may not participate in the Plan and the Company and its Subsidiaries shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the Optionee. It is recognized by both parties that, based on its applicable Ownership Interest(s)) current U.S. laws, the difference between the Fair Market Value of the Shares purchased by an option exercise and the Exercise Price of such Taxes; provided, however, that sales Shares generally will constitute ordinary taxable income for U.S. federal income and use social security tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7purposes and for most state and local income tax purposes. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes10.

Responsibility for Taxes. It is Regardless of any action the intent of Corporation or the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns Employee’s employer (the “Employer”) takes with respect toto any or all income tax, be responsible for social security and pay all propertyMedicare, income, franchise, business, payroll tax or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out the Employee hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option and the matters contemplated by this Agreementsubsequent sale of shares; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Employee’s liability for Tax-Related Items. Prior to exercise of the Option, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and the Employee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy all such Taxes so levied withholding and assessed against it without any responsibility payment on account obligations of the Corporation and the Employer. In this regard, the Employee authorizes the Corporation and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Employee from his or her wages or other Owner with respect thereto and without cash compensation paid to the amounts thereof being paid and apportioned between Employee by the Owners under this Agreement. To Corporation and/or the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied Employer or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out from proceeds of the foregoing provisions sale of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Chargeshares. Finally, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge Employee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) Corporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of the costs of such proceedings and shall share in any savings resulting from such proceedings Employee’s participation in the same proportionPlan or the Employee’s purchase of shares that cannot be satisfied by the means previously described. Each Owner agrees The Corporation may refuse to cooperate honor the exercise and refuse to deliver shares if the Employee fails to comply with his or her obligations in connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this section.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM STAR-IT FORM STAR-IT AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES STAR 15-IT In recognition of your contributions to the future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you an option to purchase shares of Procter & Gambxx Xxxmon Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to the terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Exercise Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against revised from time to time, except that the Transmission Facilities, their operation or Committee has waived the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns Article 6.1(b) (relating to certain restrictions with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(semployment with other companies)) of such Taxes; provided, however, . Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M Charge, Plan. You may access the Monthly Substation O&M Charge or Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Monthly Common Equipment Charge shall be recovered Regulations and Sub Plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesExecxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant to Section 4.7means previously described. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator P&G may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.refuse to

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied or assessed against the Transmission Facilities, their operation or the Owners in such required to withhold as a manner as to make impossible the carrying out result of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or my participation in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge Plan or the Monthly Common Equipment Charge shall my purchase of shares that cannot be recovered satisfied by the Operator pursuant means previously described. P&G may refuse to Section 4.7. Neither Operator shall have any obligation honor the exercise and refuse to contest or deliver the shares if I fail to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share comply with my obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this section.

Responsibility for Taxes. It is Regardless of any action the intent of Company or Participant’s Employer (the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns “Employer”) takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“TaxesTax-Related Items”), arising out Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Restricted Shares, including, but not limited to, the grant, vesting or settlement of the Restricted Shares, the issuance of Shares upon settlement of the Restricted Shares, the subsequent sale of Shares acquired pursuant to such issuance and the matters contemplated by this Agreement, that such Taxes shall be separately levied receipt of any dividends; and assessed against each Owner severally (ii) do not commit to and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility are under no obligation to structure the terms of the other Owner with respect thereto and without grant or any aspect of the amounts thereof being paid and apportioned Restricted Shares to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the Owners under this Agreement. To Date of Grant and the extent date of any relevant tax withholding event, Participant acknowledges that Taxes the Company and/or the Employer (such or former employer, as property, payroll, sales and use Taxesapplicable) may be levied required to withhold or assessed against account for Tax-Related Items in more than one jurisdiction. Prior to any relevant tax withholding event, Participant will pay or make adequate arrangements satisfactory to the Transmission FacilitiesCompany and/or the Employer to satisfy all Tax-Related Items. In this regard, their operation or the Owners in such a manner as if Participant is not subject to make impossible the carrying out Section 16 of the foregoing provisions Exchange Act, Participant 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 Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); (iii) withholding in Shares to be issued upon settlement of the Restricted Shares; or (iv) requiring Participant to pay, by cash or certified check, the amount necessary to satisfy Participant’s obligations with regard to Tax-Related Items. Notwithstanding the foregoing, if Participant is subject to Section 16.316 of the Exchange Act, then either Operator shall reportsuch Participant may satisfy the obligations with regard to Tax-Related Items, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs whole or in part, by either (i) electing to have the Monthly Transmission Facilities O&M ChargeCompany withhold in Shares to be issued upon settlement of the Restricted Shares; or (ii) paying, by cash or certified check, the Monthly Substation O&M Charge amount necessary to satisfy such Participant’s obligations with regard to Tax-Related Items. In any case, to avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Monthly Common Equipment Charge obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan. Finally, Participant shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerCompany 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 Participant’s Pro Rata Share (based on its applicable Ownership Interest(s)) participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the costs sale of such proceedings and shall share shares, if Participant fails to comply with Participant’s obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items.

Responsibility for Taxes. It is the intent The following provisions shall supplement section 10 of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns Agreement: ‘Regardless of any action the Company (or any Subsidiary) takes with respect to any or all Taxes, the Optionee acknowledges that the ultimate liability for all Taxes is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company (or any Subsidiary). the Optionee further acknowledges that the Company and its Subsidiaries (including the Optionee’s employer) (i) make no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Option, including the grant, vesting or exercise of the Option or the subsequent sale of any shares of common stock acquired at exercise; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Taxes or achieve any particular tax result. Further, if the Optionee is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Optionee acknowledges that the Company and/or its Subsidiaries (including the Optionee’s employer or former employer, as applicable) may be required to withhold or account for Taxes in more than one jurisdiction. At the request of the Company at any time before the exercise of an Option, the Optionee must elect, to the extent permitted by law, and using a form approved by Her Majesty’s Revenue and Customs (“HMRC”), that the whole or any part of the liability for national insurance contributions (“NICs”) arising as a result of a taxable event attributable to the Option or the Optionee’s participation in the plan shall be transferred to the Optionee. If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Optionee to the Employer, effective on the Due Date. The Optionee understands and agrees that the loan will bear interest at the then-current official rate of HMRC, it will be immediately due and repayable by the Optionee, and Company and/or the Employer may recover it at any time thereafter by any of the means referred to in section 10 of the Agreement. Notwithstanding the foregoing, if the Optionee is a director or an executive officer (as within the meaning of section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Optionee will not be eligible for such a loan to cover the uncollected income tax. In the event that the Optionee is a director or executive officer and the income tax is not collected from or paid by the Optionee by the Due Date, the Optionee understands that the amount of any uncollected income tax may constitute a benefit to the Optionee on which additional income tax and NICs may be payable. The Optionee will be responsible for reporting and pay all propertypaying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and which Company and/or the matters contemplated Employer may recover from the Optionee by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners means referred to in such a manner as to make impossible the carrying out section 10 of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesAgreement.

Responsibility for Taxes. It is Regardless of any action taken by the intent of Company or Optionee’s employer (the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns “Employer”) with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer: (i) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the matters contemplated by this Agreementreceipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Prior to exercise of the Option, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Taxes so levied withholding and assessed against it without any responsibility payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other Owner with respect thereto and without cash compensation paid to Optionee by the amounts thereof being paid and apportioned between Company and/or the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied Employer or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out from proceeds of the foregoing provisions sale of this Section 16.3the shares. Alternatively, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Chargeaddition, if permissible under local law, the Monthly Substation O&M Charge Company may (i) sell or arrange for the Monthly Common Equipment Charge sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerCompany or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings participation in the same proportionPlan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. Each Owner agrees The Company may refuse to cooperate honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this section.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 FORM AA 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. Option FORM BB FORM BB AWARD AGREEMENT [GRANT DATE] [GLOBAL ID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows: This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this Agreement, that such Taxes shall be separately levied hyperlink: The Procter & Xxxxxx 2014 Stock and assessed against each Owner severally Incentive Compensation Plan and that each Owner shall be solely responsible for the Regulations and shall pay all such Taxes so levied and assessed against it without any responsibility Sub Plans by activating this hyperlink: Regulations of the other Owner with respect thereto and without Committee. If you have difficulty accessing the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertymaterials online, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as please send an email to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator Xxxxxxxx.XX@xx.xxx for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent The following provisions shall supplement Section 6 of the Owners Agreement: At the request of the Company at any time before the vesting of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by Her Majesty’s Revenue and Customs (“HMRC”), that so far the whole or any part of the liability for national insurance contributions arising as possiblea result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be transferred to the Grantee. The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, each Owner shall separately reportas and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on the Grantee’s behalf (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, promptly if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Grantee may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Grantee, as it may be considered a loan. In this case, the amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and timely file returns with respect to, NICs may be payable. The Grantee understands that the Grantee will be responsible for reporting and pay all propertypaying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit, income, franchise, business, which may be recovered from the Grantee by the Company or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated Employer by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without means referred to in Section 6 of the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.Notifications

Responsibility for Taxes. It is Regardless of any action the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns Company or an Affiliate takes with respect toto any or all income tax, be responsible for and pay all property, income, franchise, business, payroll tax or other taxes or fees tax-related withholding (“TaxesTax Related Items”), arising out the Participant acknowledges that the ultimate liability for all Tax Related Items legally due by him or her is and remains the Participant’s responsibility and that the Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Restricted Stock Unit grant, including the grant of Restricted Stock Units, the vesting of Restricted Stock Units, the conversion of the Restricted Stock Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of Shares acquired and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Unit to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the issuance of Shares on a designated delivery date or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company (in its sole discretion) to satisfy all withholding and payment on account obligations of the Company or any of its Ownership Interests Affiliates. In this regard, Participant authorizes the Company or its Affiliate, as applicable, to withhold all applicable Tax Related Items legally payable by Participant from Participant’s wages or other cash compensation payable to Participant by the Company or its Affiliate, as applicable, or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, the Company may, in its sole discretion, (i) sell or arrange for the sale of Shares to be issued on the vesting of Restricted Stock Units to satisfy the withholding or payment on account obligation, and/or (ii) withhold in Shares, provided that the Company and Participant’s actual Employer (defined below) shall withhold only the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and amount of Shares necessary to satisfy the minimum withholding amount. Participant shall pay all such Taxes so levied and assessed against it without to the Company or to the Employer any responsibility amount of Tax Related Items that the Company may be required to withhold as a result of the other Owner Participant’s receipt of Restricted Stock Units, the vesting of Restricted Stock Units, the receipt of a dividend equivalent cash payment, or the conversion of vested Restricted Stock Units to Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver Shares to Participant if Participant fails to comply with respect thereto and without his or her obligation in connection with the amounts thereof being paid and apportioned between Tax Related Items as described herein. For purposes of this provision, the Owners under this Agreementterms “Employer” means the Company (if the Participant is employed by the Company) or the Affiliate of the Company that employs the Participant. To the extent that Taxes any portion of the Restricted Stock Units is treated as includible in Participant’s income prior to the date that shares are delivered to Participant under this Agreement, the Company and the Participant’s Employer, as applicable, are hereby authorized and directed to either (i) require Participant to make payment of such taxes to the Company or Participant’s Employer, as propertyapplicable, payroll, sales and use Taxesthrough delivery of cash or a cashier’s check within five (5) may be levied or assessed against calendar days after the Transmission Facilities, their operation Company or the Owners Participant’s Employer, as applicable, is required to remit such taxes to the Internal Revenue Service, or (ii) withhold from Participant’s regular wages, bonus or other compensation payments the amount of any tax required to be withheld. For Participants employed at international (non-US) locations: The Company or Participant’s Employer, as applicable, will assess its requirements regarding tax, social insurance and any other payroll tax (“Tax Obligations”) withholding and reporting in such connection with the Restricted Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or Participant’s Employer, in this regard, Participant hereby acknowledges and agrees that the ultimate liability for any and all Tax Obligations is and remains his or her responsibility and liability and that the Company and Participant’s Employer make no representations nor undertakings regarding treatment of any Tax Obligation as a manner as result of the grant or vesting of the Restricted Stock Units, and Participant agrees to make impossible arrangements satisfactory to the carrying out of Company or Participant’s Employer, as applicable, to satisfy all withholding requirements. Participant authorizes the foregoing provisions of this Section 16.3Company or Participant’s Employer, then either Operator shall reportas applicable, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its withhold all applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs Tax Obligations legally due from Participant from his or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge her wages or the Monthly Common Equipment Charge shall other cash compensation to be recovered paid him or her by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest Company or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerParticipant’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesEmployer.

Responsibility for Taxes. It is Regardless of any action the intent of Company or, if different, Optionee’s employer (the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns “Employer”) takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchisefringe benefits tax, business, payment on account or other taxes or fees tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee (“TaxesTax-Related Items”), arising out Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations, warranties or undertakings regarding the treatment of its Ownership Interests the Option or any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Shares upon exercise of the Option, the subsequent sale of Shares and the matters contemplated by this Agreement, that such Taxes shall be separately levied receipt of any dividends and/or any dividend equivalents; and assessed against each Owner severally (ii) do not commit to and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility are under no obligation to structure the terms of the other Owner with respect thereto and without grant or any aspect of the amounts thereof being paid and apportioned between Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Optionee has become subject to tax in more than one jurisdiction, Optionee acknowledges that the Owners under this Agreement. To Company and/or the extent that Taxes Employer (such or former employer, as property, payroll, sales and use Taxesapplicable) may be levied required to withhold or assessed against account for Tax-Related Items in more than one jurisdiction. Optionee’s Tax-Related Items subject to a withholding obligation by the Transmission FacilitiesCompany and/or the Employer shall be satisfied through a net issuance of Shares. The Company shall withhold from Shares to be issued to Optionee a number of Shares with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, their operation or in addition, the Company or the Owners Employer may decide in such their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a manner as to make impossible the carrying out combination of the foregoing provisions following: (i) withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) 8 of such Taxesthe Plan; provided, however, that sales if Optionee 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, unless the use of such withholding method is problematic under Applicable Laws or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum or maximum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Optionee may receive a refund of any over-withheld amount in cash and use will have no entitlement to the Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax included in Other Costs or purposes, Optionee is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee’s participation in the Monthly Transmission Facilities O&M ChargePlan. Finally, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge Optionee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerCompany 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 Optionee’s Pro Rata Share (based on its applicable Ownership Interest(s)) participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the costs sale of such proceedings and shall share Shares if Optionee fails to comply with Optionee’s obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items.

Responsibility for Taxes. It is Regardless of any action the intent of Company or Optionee’s employer (the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns “Employer”) takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the matters contemplated by this Agreementreceipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Prior to the exercise of the Option, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Taxes so levied withholding and assessed against it without any responsibility payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from his or her wages or other Owner with respect thereto and without cash compensation paid to Optionee by the amounts thereof being paid and apportioned between Company and/or the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied Employer or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out from proceeds of the foregoing provisions sale of this Section 16.3the Shares. Alternatively, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Chargeaddition, if permissible under local law, the Monthly Substation O&M Charge Company may (1) sell or arrange for the Monthly Common Equipment Charge sale of Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such OwnerCompany or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings participation in the same proportionPlan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. Each Owner agrees The Company may refuse to cooperate honor the exercise and refuse to deliver the Shares if Optionee fails to comply with his or her obligations in connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this section.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied required to withhold as a result of my participation in the Plan or assessed against my purchase of shares that cannot be satisfied by the Transmission Facilities, their operation or means previously described. P&G may refuse to honor the Owners exercise and refuse to deliver the shares if I fail to comply with my obligations in such a manner connection with the Tax-Related Items as described in this section. FORM RTN2 AWARD AGREEMENT ______________________________________________________________________________ [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: RESTRICTED STOCK UNIT SERIES RTN2 In recognition of your contributions to make impossible the carrying out future success of the foregoing provisions of this Section 16.3business, then either Operator shall report, file returns with respect The Procter & Xxxxxx Company (“Company”) hereby grants to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share you Restricted Stock Units (based on its applicable Ownership Interest(s)“RSUs”) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Procter & Xxxxxx Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund Stock as follows: Grant Date: [GRANT DATE] Stock Price on Grant Date: [XXXXX XXXXX] Number of such Taxes; provided, however, that each Operator may, by its personnel or counsel Restricted Stock Units: [RSU SHARES 1] Vest Date: [VEST DATE 1] Settlement Date: [SETTLEMENT DATE 1] Number of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.Restricted Stock Units: [RSU SHARES 2] Vest Date: [VEST DATE 2] Settlement Date: [SETTLEMENT DATE 2]

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM IT FORM IT AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-IT In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: XX February 20XX Vest Date: 100% on XX February 20XX Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Exercise Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against revised from time to time, except that the Transmission Facilities, their operation or Committee has waived the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns Article 6.1(b) (relating to certain restrictions with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(semployment with other companies)) of such Taxes; provided, however, . Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M ChargePlan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered Regulations and sub-plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is You are advised to review with your own tax advisors the intent Federal, state, local and, if applicable, non-U.S. tax consequences of the Owners that so far as possible, each Owner transactions contemplated by the Options. You are relying solely on such advisors and are not relying in any part on any statement or representation of the Company or any of its agents. Neither the Company nor any Affiliate shall separately report, promptly and timely file returns with respect to, be responsible for and pay all propertywithholding any income tax, incomesocial security, franchiseunemployment, business, disability insurance or other taxes tax obligations that become legally due by Director in connection with any aspect of the Options, including the grant, vesting or fees exercise of the Options or sale of the underlying Shares (“TaxesTax-Related Items”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be . You are solely responsible for timely reporting all income derived from the Options on your personal tax return and paying all Tax-Related Items, and shall indemnify the Company and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the Company or any Affiliate to pay all such Taxes so levied and assessed against it without any responsibility of Tax-Related Items. Notwithstanding the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as propertyforegoing, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, event that the Monthly Substation O&M Charge Company or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any Affiliate has any obligation to contest withhold Tax-Related Items under any applicable law, you authorize the Company and/or an Affiliate, or their respective agents, at their discretion, to seek refund of such Taxes; provided, however, that each Operator may, satisfy the obligations with regard to all Tax-Related items by its personnel one or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) a combination of the costs following: (i) withholding from any cash compensation paid to you by the Company; or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization). You further acknowledge that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the issuance of Shares upon exercise, the subsequent sale of Shares acquired pursuant to such proceedings issuance and shall share in the receipt of any savings resulting from such proceedings in dividends; and (ii) does not commit to and is under no obligation to structure the same proportion. Each Owner agrees terms of the Options or any aspect of the Options to cooperate with the other Owner with respect to reasonable requests reduce or eliminate your liability for information Tax-Related Items or other matters with respect to Taxesachieve any particular tax result.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied required to withhold as a result of my participation in the Plan or assessed against my purchase of shares that cannot be satisfied by the Transmission Facilities, their operation or means previously described. P&G may refuse to honor the Owners exercise and refuse to deliver the shares if I fail to comply with my obligations in such a manner connection with the Tax-Related Items as described in this section. FORM STAR-EE FORM STAR-EE AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: STOCK APPRECIATION RIGHT SERIES STAR 15-EE In recognition of your contributions to make impossible the carrying out future success of the foregoing provisions of this Section 16.3business, then either Operator shall report, file returns The Procter & Gambxx Xxxpany (“Company”) hereby grants to you a stock appreciation right with respect to shares of Procter & Gambxx Xxxmon Stock as follows: Granx Xxxxx: $[STOCK PRICE] Number of Rights: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and pay such Taxes subject to the terms of The Procter & Gambxx 0004 Stock and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share Incentive Compensation Plan (based on its including any applicable Ownership Interest(ssub-plan) (the “Plan”)) , the Regulations of such Taxes; providedthe Compensation and Leadership Development Committee of the Board of Directors (“Committee”), however, this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M Charge, Plan. You may access the Monthly Substation O&M Charge or Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Monthly Common Equipment Charge shall be recovered Regulations and Sub Plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesExecxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM IT AWARD AGREEMENT _______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-IT In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: XX February 20XX Vest Date: 100% on XX February 20XX Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Exercise Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against revised from time to time, except that the Transmission Facilities, their operation or Committee has waived the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns Article 6.1(b) (relating to certain restrictions with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(semployment with other companies)) of such Taxes; provided, however, . Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M ChargePlan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered Regulations and sub-plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM FR FORM FR AWARD AGREEMENT _______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-FR In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: XX February 20XX Vest Date: 100% on XX February 20XX Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Exercise Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against revised from time to time, except that the Transmission Facilities, their operation or Committee has waived the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns Article 6 relating to certain restrictions with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, employment with other companies. Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M ChargePlan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered Regulations and sub-plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out of its Ownership Interests I acknowledge that the ultimate liability for all Tax-Related Items is and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally remains my responsibility and that each Owner shall be solely responsible 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 or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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 and 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 FORM AF to satisfy all such Taxes so levied withholding and assessed against it without any responsibility 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 other Owner with respect thereto and without sale of the amounts thereof being paid and apportioned between shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the Owners under this Agreementsale 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. To the extent Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that Taxes (such as property, payroll, sales and use Taxes) P&G or my Employer may be levied required to withhold as a result of my participation in the Plan or assessed against my purchase of shares that cannot be satisfied by the Transmission Facilities, their operation or means previously described. P&G may refuse to honor the Owners exercise and refuse to deliver the shares if I fail to comply with my obligations in such a manner connection with the Tax-Related Items as described in this section. FORM AF 2014 STOCK & INCENTIVE COMPENSATION PLAN RULES OF THE PROCTER & XXXXXX 2014 SCHEDULE 4 CSOP SUB-PLAN FOR THE UNITED KINGDOM 1 General This schedule to make impossible the carrying Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (“the Plan”) sets out the rules of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator Procter & Xxxxxx 2014 Schedule 4 CSOP Sub-Plan for each such Owner’s Pro Rata Share the United Kingdom (based on its applicable Ownership Interest(s“the Sub-Plan”)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.

Responsibility for Taxes. It is Regardless of any action the intent of Company or the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns Employer takes with respect toto any and all income tax, be responsible for and pay all propertysocial insurance (including Primary or Secondary Class 1 National Insurance Contributions), incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out you hereby acknowledge and agree that the ultimate liability for any and all Tax-Related Items is and remains your responsibility and liability and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of its Ownership Interests any Tax-Related Items in connection with any aspect of this Option grant, including the grant, vesting or exercise of the Option and the matters contemplated by subsequent sale of the Option Shares; and (b) do not commit to structure the terms of the grant or any aspect of this AgreementOption to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Prior to exercise of this Option, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and you shall pay or make adequate arrangements satisfactory to the Company to satisfy all such Taxes so levied and assessed against it without any responsibility withholding obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other Owner with respect thereto cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of Common Shares upon exercise of the Option. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of Common Shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in Common Shares, provided that the Company only withholds the amount of Common Shares necessary to satisfy the minimum withholding requirement. Any estimated withholding which is not required in satisfaction of any Tax-Related Items will be repaid to you by the Company and/or Employer within a reasonable time and without the amounts thereof being paid and apportioned between the Owners under this Agreementinterest. To the extent that Taxes (such as propertyFinally, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator you shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) Company and/or the Employer any amount of any Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Option Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise of the costs of such proceedings and shall share Option if you fail to comply with your obligations in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate connection with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesTax-Related Items as described in this Section.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. FORM FR FORM FR AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-FR In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: XX February 20XX Vest Date: 100% on XX February 20XX Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Exercise Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against revised from time to time, except that the Transmission Facilities, their operation or Committee has waived the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns Article 6 relating to certain restrictions with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, employment with other companies. Any capitalized terms used in this Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M ChargePlan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered Regulations and sub-plans by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) activating this hyperlink: Regulations of the costs of such proceedings and shall share in any savings resulting from such proceedings in Committee. If you have difficulty accessing the same proportion. Each Owner agrees materials online, please send an email to cooperate with the other Owner with respect to reasonable requests Xxxxxxxx.XX@xx.xxx for information or other matters with respect to Taxesassistance.

Responsibility for Taxes. It is the intent Regardless of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns any action P&G or my Employer takes with respect toto any or all income tax, be responsible for and pay all propertysocial insurance, incomepayroll tax, franchise, business, payment on account or other taxes or fees tax-related withholding (“TaxesTax-Related Items”), arising out 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 its Ownership Interests any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the 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. RSU Form OPNND FORM OPNND AWARD AGREEMENT [FIRST NAME] [MIDDLE NAME] [LAST NAME Subject: RESTRICTED STOCK UNIT SERIES OPNND In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Number of Restricted Stock Units: [RSU SHARES] Grant Date: [GRANT DATE] Vest Date: [GRANT DATE] Original Settlement Date: [SETTLEMENT DATE] This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments, and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such Settlement Instructions in place as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners revised from time to time. Any capitalized terms used in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, Agreement that sales and use tax included in Other Costs or are not otherwise defined herein are defined in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesPlan.

Responsibility for Taxes. It is the intent The following provision supplements Section 6 of the Owners Non-Qualified Stock Option Agreement for Employees. The Optionee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Optionee's participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”) is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that so far as possiblethe Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Option, each Owner shall separately reportincluding, promptly and timely file returns with respect but not limited to, the grant or vesting of the Stock Option and the subsequent sale of shares of Stock acquired pursuant to such vesting and the receipt of any dividends and/or dividend equivalents; and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction and may seek evidence from the Optionee of residency for purposes of operating such withholding or payment on account. The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items are withheld or collected from the Optionee, if and to the extent required by applicable law. In this regard, the Company will have the power and the right to require the Optionee to remit to the Company, the amount necessary to satisfy the Tax-Related Items. Notwithstanding the foregoing, unless otherwise determined by the Administrator, any obligations to pay all propertyTax-Related Items will be met by having the Company withhold a number of shares of Stock from the total number of shares of Stock otherwise issuable to the Optionee upon the relevant taxable or tax withholding event, incomeas applicable. In the event that withholding in shares of Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, franchise, businessthe Optionee authorizes the Company, or other taxes its respective agents, at the Company’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility a combination of the following: (i) requiring the Optionee to make a payment in a form acceptable to the ​ Company; (ii) withholding from the Optionee’s Director fees or other Owner with respect thereto cash compensation paid to the Optionee by the Company; (iii) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or (iv) any other method of withholding determined by the Company and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To to the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation required by applicable law or the Owners Plan, approved by the Administrator. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in such which case the Optionee will receive a manner as refund of any over-withheld amount in cash and will have no entitlement to make impossible the carrying out Common Stock equivalent. ​ The Company may refuse to issue or deliver the shares of Stock or the proceeds of the foregoing provisions sale of this Section 16.3shares of Stock, then either Operator shall report, file returns with respect if the Optionee fails to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate comply with the other Owner Optionee’s obligations in connection with respect to reasonable requests for information or other matters with respect to Taxesthe Tax-Related Items.

Responsibility for Taxes. It is the intent Notwithstanding Sections 5(b) and 5(c) of the Owners Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that so far 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 referred to in Section 4(b) of the Agreement. Notwithstanding anything contrary in the Plan and Section 5 of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Grantee’s wages or cash compensation such amount as possibleis permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004). The following provisions shall supplement Section 5 of the Agreement: ‘The Grantee hereby irrevocably agrees that the Company or the Employer (if different) may recover from the Grantee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, each Owner at the request of the Company at any time before the vesting of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for such Employer NICs shall separately reportbe transferred to the Grantee. The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, promptly as and timely file returns with respect towhen requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer on an after tax basis against any Tax-Related Items that they are required (or reasonably consider they are required) to pay, or withhold or have paid or will pay, to HMRC on the Grantee’s behalf (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee NICs and Employer NICs to the extent recoverable by applicable law. The amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs may be payable. The Grantee understands that the Grantee will be responsible for reporting and pay all propertypaying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit pursuant to the indemnity above, income, franchise, business, which may be recovered from the Grantee by the Company or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated Employer by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without means referred to in Section 5 of the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use TaxesThe Grantee irrevocably agrees to enter into a joint election under section 431(1) may be levied of ITEPA 2003 with its employer or assessed against the Transmission Facilities, their operation or the Owners former employer in such a manner as to make impossible the carrying out respect of the foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect Shares to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator acquired pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to TaxesAward.’