The Procter & Gamble Company Executive Offices
______________________________________________________________________________________________________________________________________
The
Procter & Xxxxxx
Company
Executive
Offices
0
Xxxxxxx & Xxxxxx Xxxxx,
Xxxxxxxxxx, Xxxx 00000-0000
August
14, 2007
To: Participants
in The Procter & Xxxxxx 2001 Stock and Incentive Compensation
Plan
This
document provides a copy of The
Procter & Xxxxxx 2001 Stock and Incentive Compensation Plan followed by
important Additional Information. Please save this with your stock option
materials.
Very
truly yours,
Xxxxx
X. Xxxxxxx
Secretary
This
document constitutes part of a
prospectus covering securities that have been registered under the Securities
Act of 1933.
R e w a r d s o f L e a d e r s h i
pTHE
PROCTER & XXXXXX 2001 STOCK
AND INCENTIVE COMPENSATION PLAN
(as
adjusted for stock split on May
21, 2004 and amended on October 10, 2006)
ARTICLE
A --
Purpose.
The
purposes of The Procter &
Xxxxxx 2001 Stock and Incentive Compensation Plan (the "Plan") are to strengthen
the alignment of interests between those employees of The Procter & Xxxxxx
Company (the "Company") and its subsidiaries who are largely responsible for
the
success of the business (the “Participants”) and the Company's shareholders
through ownership behavior and the increased ownership of shares of the
Company's common stock (the “Common Stock”), and to encourage the Participants
to remain in the employ of the Company and its subsidiaries. This will be
accomplished through the granting of options to purchase shares of Common Stock,
the granting of performance related awards, the payment of a portion of the
Participants' remuneration in shares of Common Stock, the granting of deferred
awards related to the increase in the price of Common Stock, and the granting
of
restricted stock units (“RSUs”) or other awards that are related to the price of
Common Stock.
ARTICLE
B --
Administration.
1. The
Plan shall be administered
by the Compensation Committee (the "Committee") of the Board of Directors of
the
Company (the "Board"), or such other committee as may be designated by the
Board. The Committee shall consist of not fewer than three (3) members of the
Board who are "Non-Employee Directors" as defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), or any successor
rule or definition adopted by the Securities and Exchange Commission, to be
appointed by the Board from time to time and to serve at the discretion of
the
Board. The Committee may establish such regulations, provisions, and procedures
within the terms of the Plan as, in its opinion, may be advisable for the
administration and operation of the Plan, and may designate the Secretary of
the
Company or other employees of the Company to assist the Committee in the
administration and operation of the Plan and may grant authority to such persons
to execute documents on behalf of the Committee. The Committee shall report
to
the Board on the administration of the Plan not less than once each
year.
2. Subject
to the express
provisions of the Plan, the Committee shall have authority: to grant
nonstatutory and incentive stock options; to grant stock appreciation rights
either freestanding or in tandem with simultaneously granted stock options;
to
grant Performance Awards (as defined in Article J); to award a portion of a
Participant's remuneration in shares of Common Stock subject to such conditions
or restrictions, if any, as the Committee may determine; to award RSUs or other
awards that are related to the price of Common Stock; to determine all the
terms
and provisions of the respective stock option, stock appreciation right, stock
award, RSU, or other award agreements including setting the dates when each
stock option or stock appreciation right or part thereof may be exercised and
determining the conditions and restrictions, if any, of any shares of Common
Stock acquired through the exercise of any stock option; to provide for special
terms for any stock options, stock appreciation rights, stock awards, RSUs
or
other awards granted to Participants who are foreign nationals or who are
employed by the Company or any of its subsidiaries outside of the United States
of America in order to fairly accommodate for differences in local law, tax
policy or custom and to approve such supplements to or amendments, restatements
or alternative versions of the Plan as the Committee may consider necessary
or
appropriate for such purposes (without affecting the terms of the Plan for
any
other purpose); and to make all other determinations it deems necessary or
advisable for administering the Plan. In addition, at the time of grant the
Committee shall have the further authority to:
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(a)
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waive
the provisions of Article F, Paragraph
1(a);
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(b)
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waive
the provisions of Article F, Paragraph
1(b);
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(c)
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waive
the provisions of Article G, Paragraph 4(a), 4(b) and 4(c);
and
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(d)
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impose
conditions in lieu of those set forth in Article G, Paragraphs 4
through
7, for nonstatutory stock options, stock appreciation rights, stock
awards, RSUs, or Performance Awards which do not increase or extend
the
rights of the Participant.
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ARTICLE
C --
Participation.
The
Committee shall select as
Participants those employees of the Company and its subsidiaries who, in the
opinion of the Committee, have demonstrated a capacity for contributing in
a
substantial manner to the success of such companies.
ARTICLE
D -- Limitation on Number of
Shares Available Under the Plan.
1. Unless
otherwise authorized by
the shareholders and subject to Paragraph 2 of this Article D, the maximum
aggregate number of shares available for award under the Plan shall be one
hundred ninety million (190,000,000) shares. Any of the authorized shares may
be
used for any of the types of awards described in the Plan, except that no more
than fifteen percent (15%) of the authorized shares may be awarded as restricted
or unrestricted stock.
2. In
addition to the shares
authorized for award by Paragraph 1 of this Article, the following shares may
be
awarded under the Plan:
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(a)
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shares
that were authorized to be awarded under The Procter
& Xxxxxx 1992 Stock Plan (the “1992 Plan”), but that were not awarded
under the 1992 Plan;
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(b)
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shares
awarded under the Plan or the 1992 Plan that are subsequently forfeited
in
accordance with the Plan or the 1992 Plan,
respectively;
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(c)
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shares
tendered by a Participant in payment of all or part of the exercise
price
of a stock option awarded under the Plan or the 1992
Plan;
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(d)
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shares
tendered by or withheld from a Participant in satisfaction of withholding
tax obligations with respect to a stock option awarded under the
Plan or
the 1992 Plan.
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ARTICLE
E -- Shares Subject to Use
Under the Plan.
1. The
shares to be delivered by
the Company upon exercise of stock options or stock appreciation rights shall
be
determined by the Board and may consist, in whole or in part, of authorized
but
unissued shares or treasury shares. In the case of redemption of stock
appreciation rights by one of the Company's subsidiaries, such shares shall
be
shares acquired by that subsidiary.
2. For
purposes of the Plan,
restricted or unrestricted stock awarded or issued following redemption of
RSUs
under the terms of the Plan shall be authorized but unissued shares, treasury
shares, or shares acquired in the open market by the Company or a subsidiary,
as
determined by the Board.
ARTICLE
F -- Stock Options and Stock
Appreciation Rights.
1. In
addition to such other
conditions as may be established by the Committee, in consideration of the
granting of stock options or stock appreciation rights under the terms of the
Plan, each Participant agrees as follows:
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(a)
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The right to exercise any stock option or stock
appreciation right shall be conditional upon certification by the
Participant at time of exercise that the Participant intends to remain
in
the employ of the Comapny or one of its subsidiaries for at least
one (1) year following the date of the exercise of the stock option
or stock appreciation right (provided that termination of employment
due
to Retirement or Special Separation shall not constitute a breach
of such
certification), and,
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(b)
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In
order to better protect the goodwill of the Company and
its subsidiaries and to prevent the disclosure of the Company's or
its
subsidiaries' trade secrets and confidential information and thereby
help
insure the long-term success of the business, the Participant, without
prior written consent of the Company, will not engage in any activity
or
provide any services, whether as a director, manager, supervisor,
employee, adviser, consultant or otherwise, for a period of three
(3)
years following the date of the Participant's termination of employment
with the Company, in connection with the manufacture, development,
advertising, promotion, or sale of any product which is the same
or
similar to or competitive with any products of the Company or its
subsidiaries (including both existing products as well as products
known
to the Participant, as a consequence of the Participant's employment
with
the Company or one of its subsidiaries to be in
development).
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(1)
with
respect to which the
Participant's work has been directly concerned at any time during the two (2)
years preceding termination of employment with the Company or one of its
subsidiaries or
(2)
with
respect to which during
that period of time the Participant, as a consequence of the Participant's
job
performance and duties, acquired knowledge of trade secrets or other
confidential information of the Company or its subsidiaries.
For
purposes of this
paragraph, it shall be conclusively presumed that Participants have knowledge
of
information they were directly exposed to through actual receipt or review
of memos or documents containing such information, or through actual attendance
at meetings at which such information was discussed or disclosed.
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(c)
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The
provisions of this Article are not in lieu of, but are in addition
to the
continuing obligation of the Participant (which Participant hereby
acknowledges) to not use or disclose the Company's or its subsidiaries'
trade secrets and confidential information known to the Participant
until
any particular trade secret or confidential information become generally
known (through no fault of the Participant), whereupon the restriction
on
use and disclosure shall cease as to that item. Information regarding
products in development, in test marketing or being marketed or promoted
in a discrete geographic region, which information the Company or
one of
its subsidiaries is considering for broader use, shall not be deemed
generally known until such broader use is actually commercially
implemented. As used in this Article, "generally known" means known
throughout the domestic U. S. industry or, in the case of Participants
who
have job responsibilities outside of the United States, the appropriate
foreign country or countries' industry. As used in this Article,
"trade
secrets and other confidential information" also includes personnel
knowledge about a manager, or managers, of the Company or its subsidiaries
gained in the course of Participant’s employment with the Company or its
subsidiaries (including personnel ratings or rankings, manager or
peer
evaluations, performance records, special skills or abilities,
compensation, work and development plans, training, nature of specific
project and work assignments, or specialties developed as a result
of such
assignments) which directly or indirectly affords the Participant
a
confidential basis to solicit, encourage, or participate in soliciting
any
manager, or managers, of the Company or any subsidiary to terminate
his or
her relationship with the Company or that
subsidiary.
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(d)
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By
acceptance of any offered stock option or stock appreciation rights
granted under the terms of the Plan, the Participant acknowledges
that if
the Participant were, without authority, to use or disclose the Company's
or any of its subsidiaries' trade secrets or confidential information
or
threaten to do so, the Company or one of its subsidiaries would be
entitled to injunctive and other appropriate relief to prevent the
Participant from doing so. The Participant acknowledges that the
harm
caused to the Company by the breach or anticipated breach of this
Article
is by its nature irreparable because, among other things, it is not
readily susceptible of proof as to the monetary harm that would ensue.
The
Participant consents that any interim or final equitable relief entered
by
a court of competent jurisdiction shall, at the request of the Company
or
one of its subsidiaries, be entered on consent and enforced by any
court
having jurisdiction over the Participant, without prejudice to any
rights
either party may have to appeal from the proceedings which resulted
in any
grant of such relief.
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(e)
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If
any of the provisions contained in this Article F shall for any reason,
whether by application of existing law or law which may develop after
the
Participant's acceptance of an offer of the granting of stock appreciation
rights or stock options, be determined by a court of competent
jurisdiction to be overly broad as to scope of activity, duration,
or
territory, the Participant agrees to join the Company or any of its
subsidiaries in requesting such court to construe such provision
by
limiting or reducing it so as to be enforceable to the extent compatible
with then applicable law. If any one or more of the terms, provisions,
covenants, or restrictions of this Article shall be determined by
a court
of competent jurisdiction to be invalid, void or unenforceable, then
the
remainder of the terms, provisions, covenants, and restrictions of
this
Article shall remain in full force and effect and shall in no way
be
affected, impaired, or invalidated.
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2. The
fact that a Participant has
been granted a stock option or a stock appreciation right under the Plan shall
not limit the right of the employer to terminate the Participant's employment
at
any time.
Because
a
main purpose of the Plan is to strengthen the alignment of interests between
employees of the Company (including all subsidiaries) and its shareholders
to
ensure the continued success of the Company, the Committee is authorized to
suspend or terminate any outstanding stock option or stock appreciation right
of
a Participant if the Committee determines the Participant has acted
significantly contrary to the best interests of the Company or its subsidiaries.
For purposes of this paragraph, an action taken “significantly contrary to the
best interests of the Company or its subsidiaries” includes without limitation
any action taken or threatened by the Participant that the Committee determines
has, or is reasonably likely to have, a significant adverse impact on the
reputation, goodwill, stability, operation, personnel retention and management,
or business of the Company or any subsidiary. This paragraph is in addition
to
any remedy the Company or a subsidiary may have at law or in equity, including
without limitation injunctive and other appropriate relief.
3. The
maximum number of shares
with respect to which stock options or stock appreciation rights may be granted
to any Participant in any calendar year shall not exceed 2,000,000
shares.
4. The
aggregate fair market value
(determined at the time when the incentive stock option is exercisable for
the
first time by a Participant during any calendar year) of the shares for which
any Participant may be granted incentive stock options under the Plan and all
other stock option plans of the Company and its subsidiaries in any calendar
year shall not exceed $100,000 (or such other amount as reflected in the limits
imposed by Section 422(d) of the Internal Revenue Code of 1986, as it may be
amended from time to time).
5. If
the Committee grants
incentive stock options, all such stock options shall contain such provisions
as
permit them to qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as may be amended from time
to
time.
6. With
respect to stock options
granted in tandem with stock appreciation rights, the exercise of either such
stock options or such stock appreciation rights will result in the simultaneous
cancellation of the same number of tandem stock appreciation rights or stock
options, as the case may be.
7. The
exercise price for all
stock options and stock appreciation rights shall be established by the
Committee at the time of their grant and shall be not less than one hundred
percent (100%) of the fair market value of the Common Stock on the date of
grant.
8. Unless
otherwise authorized by
the shareholders of the Company, neither the Board nor the Committee shall
authorize the amendment of any outstanding stock option or stock appreciation
right to reduce the exercise price.
9. No
stock option or stock
appreciation right shall be cancelled and replaced with awards having a lower
exercise price without the prior approval of the shareholders of the Company.
This Article F, Paragraph 9 is intended to prohibit the repricing of
“underwater” stock options and stock appreciation rights and shall not be
construed to prohibit the adjustments permitted under Article K of the
Plan.
10. The
Committee may require any
Participant to accept any stock options or stock appreciation rights by means
of
electronic signature.
ARTICLE
G -- Exercise of Stock
Options and Stock Appreciation Rights.
1. All
stock options and stock
appreciation rights granted hereunder shall have a maximum life of no more
than
ten (10) years from the date of grant.
2. No
stock options or stock
appreciation rights shall be exercisable within one (1) year from their date
of
grant, except in the case of the death of the Participant.
3. Unless
a transfer has been duly
authorized by the Committee pursuant to Article G, Paragraph 6 of the Plan,
during the lifetime of the Participant, stock options and stock appreciation
rights may be exercised only by the Participant personally, or, in the event
of
the legal incompetence of the Participant, by the Participant's duly appointed
legal guardian.
4. In
the event that a Participant
ceases to be an employee of the Company or any of its subsidiaries while holding
an unexercised stock option or stock appreciation right:
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(a)
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Any
unexercisable portions thereof are then void, except in the case
of: (1)
death of the Participant; (2) Retirement or Special Separation
that occurs
more than six months from the date the options were granted; or
(3) any
option as to which the Committee has waived, at the time of grant,
the
provisions of this Article G, Paragraph
4(a).
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(b)
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Any
exercisable portions thereof are then void, except in
the case of: (1) death of the Participant; (2) Retirement or Special
Separation; or (3) any option as to which the Committee has waived,
at the
time of grant, the provisions of this Article G, Paragraph
4(b).
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| (c) |
In the case of a Special Separation which occurs
prior to October 2, 2007, any stock option or stock appreciation
right
must be exercised within the time specified in the original grant
or five
(5) years from the date of Special Separation, whichever is shorter.
For a
Special Separation which occurs on or after October 2, 2007, any
stock
option or stock appreciation right must be exercised within the time
specified in the original grant.
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5. In
the case of the death of a
Participant, the persons to whom the stock options or stock appreciation rights
have been transferred by will or the laws of descent and distribution shall
have
the privilege of exercising remaining stock options, stock appreciation rights
or parts thereof, whether or not exercisable on the date of death of such
Participant, at any time prior to the expiration date of the stock options
or
stock appreciation rights.
6. Stock
options and stock
appreciation rights are not transferable other than by will or by the laws
of
descent and distribution. For the purpose of exercising stock options or stock
appreciation rights after the death of the Participant, the duly appointed
executors and administrators of the estate of the deceased Participant shall
have the same rights with respect to the stock options and stock appreciation
rights as legatees or distributees would have after distribution to them from
the Participant's estate. Notwithstanding the foregoing, the Committee may
authorize the transfer of stock options and stock appreciation rights upon
such
terms and conditions as the Committee may require. Such transfer shall become
effective only upon the Committee’s complete satisfaction that the proposed
transferee has strictly complied with such terms and conditions, and both the
original Participant and the transferee shall be subject to the same terms
and
conditions hereunder as the original Participant.
7. Upon
the exercise of stock
appreciation rights, the Participant shall be entitled to receive a redemption
differential for each such stock appreciation right which shall be the
difference between the then fair market value of one share of Common Stock
and
the exercise price of one stock appreciation right then being exercised. In
the
case of the redemption of stock appreciation rights by a subsidiary of the
Company not located in the United States, the redemption differential shall
be
calculated in United States dollars and converted to the appropriate local
currency on the exercise date. As determined by the Committee, the redemption
differential may be paid in cash, Common Stock to be valued at its fair market
value on the date of exercise, any other mode of payment deemed appropriate
by
the Committee or any combination thereof.
8. Time
spent on leave of absence
shall be considered as employment for the purposes of the Plan. Leave of absence
means any period of time away from work granted to any employee by his or her
employer because of illness, injury, or other reasons satisfactory to the
employer.
9. The
Company reserves the right
from time to time to suspend the exercise of any stock option or stock
appreciation right where such suspension is deemed by the Company as necessary
or appropriate for corporate purposes. No such suspension shall extend the
life
of the stock option or stock appreciation right beyond its expiration date,
and
in no event will there be a suspension in the five (5) calendar days immediately
preceding the expiration date.
10. The
Committee may require any
Participant to exercise any stock options or stock appreciation rights by means
of electronic signature.
ARTICLE
H -- Payment for Stock
Options and Tax Withholding.
Upon
the exercise of a stock option,
payment in full of the exercise price shall be made by the Participant. As
determined by the Committee, the stock option exercise price may be paid by
the
Participant either in cash, shares of Common Stock valued at their fair market
value on the date of exercise, a combination thereof, or such other method
as
determined by the Committee. In addition to payment of the exercise price,
the
Committee may authorize the Company to charge a reasonable administrative fee
for the exercise of any stock option. Furthermore, to the extent the Company
is
required to withhold federal, state, local or foreign taxes in connection with
any Participant’s stock option exercise, the Committee may require the
Participant to make such arrangements as the Company may deem necessary for
the
payment of such taxes required to be withheld (including, without limitation,
relinquishment of a portion of such stock options or relinquishment of a portion
of the proceeds received by the Participant in a simultaneous exercise and
sale
of stock during a “cashless” exercise). In no event, however, shall the
Committee be permitted to require payment from a Participant in excess of the
maximum required tax withholding rates.
ARTICLE
I -- Grant of Unrestricted
Stock, Restricted Stock or RSUs.
The
Committee may grant Common Stock or RSUs to Participants under the Plan subject
to such conditions or restrictions, if any, as the Committee may determine.
To
the extent the Company is required to withhold federal, state, local or foreign
taxes in connection with the lapse of restrictions on any Participant’s shares
of Common Stock, the Committee may require the Participant to make such
arrangements as the Company may deem necessary for the payment of such taxes
required to be withheld (including, without limitation, relinquishment of a
portion of such shares of Common Stock). In no event, however, shall the
Committee be permitted to require payment from a Participant in excess of the
maximum required tax withholding rates.
ARTICLE
J -- Performance Related
Awards.
1. The
Committee, in its
discretion, may establish performance goals for selected Participants and
authorize the granting of cash, stock options, stock appreciation rights, Common
Stock, RSUs or other awards that are related to the price of Common Stock,
other
property, or any combination thereof (“Performance Awards”) to such Participants
upon achievement of such established performance goals during a specified time
period (the “Performance Period”). The Committee, in its discretion, shall
determine the Participants eligible for Performance Awards, the performance
goals to be achieved during each Performance Period, the amount of any
Performance Awards to be paid, and the method of payment for any Performance
Awards. Performance Awards may be granted either alone or in addition to other
grants made under the Plan.
2. Notwithstanding
the foregoing,
any Performance Awards granted under Article J, Paragraph 1 to any Participant
subject to the restrictions set forth in Section (m162) of the Internal
Revenue Code of 1986, as amended (the “Code”) shall comply with all of the
following requirements:
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(a)
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Each
grant shall specify the specific performance objectives (the “Performance
Objectives”) which, if achieved, will result in payment or early payment
of the Performance Award. The Performance Objectives may be described
in
terms of Company-wide objectives that are related to the individual
Participant or objectives that are related to a subsidiary, division,
department, region, function or business unit of the Company in which
the
Participant is employed, and may consist of one or more or any combination
of the following criteria: stock price, market share, sales revenue,
cash
flow, earnings per share, return on equity, total shareholder return,
gross margin, stock price growth measures, operating total shareholder
return, net earnings or net income (before or after taxes), return
on
assets or capital, earnings (before or after interest, taxes, depreciation
and/or amortization), operating margin, acquisition integration metrics,
economic value added, and/or costs. The Performance Objectives may
be made
relative to the performance of other corporations. The Committee,
in its
discretion, may change or modify these criteria, however, at all
times the
criterion must be valid performance criterion for purposes of Section
162(m) of the Code. The Committee may not change the criteria or
Performance Objectives for any Performance Period that has already
been
approved by the Committee. The Committee may cancel a Performance
Period
or replace a Performance Period with a new Performance Period, provided
that any such cancellation or replacement shall not cause the Performance
Award to fail to meet the requirements of Section 162(m) of the
Code.
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(b)
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Each
grant shall specify the minimum level of achievement required by
the
Participant relative to the Performance Objectives to qualify for
a
Performance Award. In doing so, the grant shall establish a formula
for
determining the percentage of the Performance Award to be awarded
if
performance is at or above the minimum level, but falls short of
full
achievement of the specified Performance Objectives. Each grant may
also
establish a formula for determining an additional award above and
beyond
the Performance Award to be granted to the Participant if performance
is
at or above the specified Performance Objectives. Such additional
award
shall also be established as a percentage of the Performance Award.
The
Committee may decrease a Performance Award as determined by the
Performance Objectives, but in no case may the Committee increase
any
Performance Award as determined by the Performance
Objectives.
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(c)
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The
maximum Performance Award that may be granted to any Participant
for any
one-year Performance Period shall not exceed $20,000,000 or 800,000
shares
of Common Stock (the “Annual Maximum”). The maximum Performance Award that
may be granted to any Participant for a Performance Period greater
than
one year shall not exceed the Annual Maximum multiplied by the number
of
full years in the Performance
Period.
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ARTICLE
K --
Adjustments.
In
the
event of any future reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering, share
exchange, reclassification, distribution, spin-off or other change affecting
the
corporate structure, capitalization or Common Stock of the Company occuring
after the date of approval of the Plan by the Company's shareholders, (i) the
amount of shares authorized to be issued under the Plan and (ii) the number
of
shares and/or the exercise prices covered by outstanding stock options, stock
appreciation rights or RSUs shall be adjusted appropriately and equitably to
prevent dilution or enlargement of rights under the Plan. Following any such
change, the term "Common Stock" shall be deemed to refer to such class of shares
or other securities as may be applicable.
ARTICLE
L -- Additional Provisions
and Definitions.
1. The
Board may, at any time,
repeal the Plan or may amend it except that no such amendment may amend this
paragraph, increase the total aggregate number of shares subject to the Plan,
reduce the price at which stock options or stock appreciation rights may be
granted or exercised, alter the class of employees eligible to receive stock
options, or increase the percentage of shares authorized to be transferred
as
restricted or unrestricted stock. Participants and the Company shall be bound
by
any such amendments as of their effective dates, but if any outstanding stock
options or stock appreciation rights are materially affected adversely, notice
thereof shall be given to the Participants holding such stock options and stock
appreciation rights and such amendments shall not be applicable without such
Participant’s written consent. If the Plan is repealed in its entirety, all
theretofore granted unexercised stock options or stock appreciation rights
shall
continue to be exercisable in accordance with their terms and shares subject
to
conditions or restrictions granted pursuant to the Plan shall continue to be
subject to such conditions or restrictions.
2. In
the case of a Participant
who is an employee of a subsidiary of the Company, performance under the Plan,
including the granting of shares of the Company, may be by the subsidiary.
Nothing in the Plan shall affect the right of the Company or any subsidiary
to
terminate the employment of any employee with or without cause. None of the
Participants, either individually or as a group, and no beneficiary, transferee
or other person claiming under or through any Participant, shall have any right,
title, or interest in any shares of the Company purchased or reserved for the
purpose of the Plan except as to such shares, if any, as shall have been granted
or transferred to him or her. Nothing in the Plan shall preclude the awarding
or
granting of shares of the Company to employees under any other plan or
arrangement now or hereafter in effect.
3. "Subsidiary"
means any company
in which more than fifty percent (50%) of the total combined voting power of
all
classes of stock is owned, directly or indirectly, by the Company or, if the
company does not issue stock, more than fifty percent (50%) of the total
combined ownership interest is owned, directly or indirectly, by the Company.
In
addition, the Board may designate for participation in the Plan as a
"subsidiary," except for the granting of incentive stock options, those
additional companies affiliated with the Company in which the Company's direct
or indirect stock ownership is fifty percent (50%) or less of the total combined
voting power of all classes of such company's stock, or, if the company does
not
issue stock, the Company’s direct or indirect ownership is fifty percent (50%)
or less of the company’s total combined ownership interest.
4. Notwithstanding
anything to the
contrary in the Plan, stock options and stock appreciation rights granted
hereunder shall vest immediately and any conditions or restrictions on Common
Stock shall lapse upon a “Change in Control.” A “Change in Control” shall mean
the occurrence of any of the following:
(a) An
acquisition (other than directly from the Company) of any voting securities
of
the Company (the "Voting Securities") by any "Person" (as the term person is
used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately
after which such Person has "Beneficial Ownership" (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of
the
then outstanding shares or the combined voting power of the Company's then
outstanding Voting Securities;
provided, however, in determining whether a Change in Control has
occurred pursuant to this Paragraph 4(a), shares or Voting Securities which
are
acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. A "Non-Control
Acquisition" shall mean an acquisition by (i) an employee benefit plan (or
a
trust forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person of which a majority of its voting power or its
voting equity securities or equity interest is owned, directly or indirectly,
by
the Company (for purposes of this definition, a "Related Entity"), (ii) the
Company or any Related Entity, or (iii) any Person in connection with a
"Non-Control Transaction" (as hereinafter defined);
(b) The
individuals who, as of July 10, 2001 are members of the Board (the "Incumbent
Board"), cease for any reason to constitute at least half of the members of
the
Board; or, following a Merger (as hereinafter defined) which results in a Parent
Corporation (as hereinafter defined), the board of directors of the ultimate
Parent Corporation; provided,
however, that if the election, or nomination for election by the
Company's common stockholders, of any new director was approved by a vote of
at
least two-thirds of the Incumbent Board, such new director shall, for purposes
of the Plan, be considered as a member of the Incumbent Board; provided further, however,
that no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under
the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board (a "Proxy Contest") including
by reason of any agreement intended to avoid or settle any Election Contest
or
Proxy Contest; or
(c) The
consummation of:
(i) A
merger, consolidation or reorganization with or into the Company or in which
securities of the Company are issued (a “Merger”), unless such Merger is a
"Non-Control Transaction." A "Non-Control Transaction" shall mean a Merger
where:
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(A)
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the
stockholders of the Company, immediately before such Merger own directly
or indirectly immediately following such Merger at least fifty percent
(50%) of the combined voting power of the outstanding voting securities
of
(x) the corporation resulting from such Merger (the "Surviving
Corporation") if fifty percent (50%) or more of the combined voting
power
of the then outstanding voting securities of the Surviving Corporation
is
not Beneficially Owned, directly or indirectly by another Person
(a
"Parent Corporation"), or (y) if there is one or more Parent Corporations,
the ultimate Parent Corporation;
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(B)
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the
individuals who were members of the Incumbent Board immediately prior
to
the execution of the agreement providing for such Merger constitute
at
least half of the members of the board of directors of (x) the Surviving
Corporation, if there is no Parent Corporation, or (y) if there is
one or
more Parent Corporations, the ultimate Parent Corporation;
and
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(C)
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no
Person other than (1) the Company, (2) any Related Entity, (3) any
employee benefit plan (or any trust forming a part thereof) that,
immediately prior to such Merger was maintained by the Company or
any
Related Entity, or (4) any Person who, immediately prior to such
merger,
consolidation or reorganization had Beneficial Ownership of twenty
percent
(20%) or more of the then outstanding Voting Securities or shares,
has
Beneficial Ownership of twenty percent (20%) or more of the combined
voting power of the outstanding voting securities or common stock
of (x)
the Surviving Corporation if there is no Parent Corporation, or (y)
if
there is one or more Parent Corporations, the ultimate Parent
Corporation;
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(ii) A
complete liquidation or dissolution of the Company; or
(iii) The
sale or other disposition of all or substantially all of the assets of the
Company to any Person (other than a transfer to a Related Entity or under
conditions that would constitute a Non-Control Transaction with the disposition
of assets being regarded as a Merger for this purpose or the distribution to
the
Company’s stockholders of the stock of a Related Entity or any other
assets).
Notwithstanding
the foregoing, a Change
in Control shall not be deemed to occur solely because any Person (the "Subject
Person") acquired Beneficial Ownership of more than the permitted amount of
the
then outstanding shares or Voting Securities as a result of the acquisition
of
shares or Voting Securities by the Company which, by reducing the number of
shares or Voting Securities then outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Persons, provided that if a Change
in Control would occur (but for the operation of this sentence) as a result
of
the acquisition of shares or Voting Securities by the Company, and after such
share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional shares or Voting Securities which increases the
percentage of the then outstanding shares or Voting Securities Beneficially
Owned by the Subject Person, then a Change in Control shall occur.
5. The
term “Special Separation” shall mean any termination of employment that occurs
prior to the time a Participant is eligible to retire, except a termination
for
cause or a voluntary resignation that is not initiated or encouraged by the
Company.
6. The
term “Retirement” shall mean: (a) retirement in accordance with the provisions
of any appropriate retirement plan of the Company or any of its subsidiaries;
or
(b) termination of employment under the permanent disability provision of any
retirement plan of the Company or any of its subsidiaries.
ARTICLE
M --
Consent.
Every
Participant who receives a stock
option, stock appreciation right, RSU, or grant of shares pursuant to the Plan
shall be bound by the terms and provisions of the Plan and of the stock option,
stock appreciation right, RSU, or grant of shares agreement referable thereto,
and the acceptance of any stock option, stock appreciation right, RSU, or grant
of shares pursuant to the Plan shall constitute a binding agreement between
the
Participant and the Company and its subsidiaries and any successors in interest
to any of them. Every Person who receives a stock option, stock appreciation
right, RSU, or grant of shares from a Participant pursuant to the Plan shall,
in
addition to such terms and conditions as the Committee may require upon such
grant, be bound by the terms and provisions of the Plan and of the stock option,
stock appreciation right, RSU, or grant of shares agreement referable thereto,
and the acceptance of any stock option, stock appreciation right, RSU, or grant
of shares by such Person shall constitute a binding agreement between such
Person and the Company and its subsidiaries and any successors in interest
to
any of them. The Plan shall be governed by and construed in accordance with
the
laws of the State of Ohio, United States of America.
ARTICLE
N - Purchase of Shares or
Stock Options.
The
Committee may authorize any
Participant to convert cash compensation otherwise payable to such Participant
into stock options or shares of Common Stock under the Plan upon such terms
and
conditions as the Committee, in its discretion, shall determine. Notwithstanding
the foregoing, in any such conversion the shares of Common Stock shall be valued
at no less than one hundred percent (100%) of their fair market
value.
ARTICLE
O -- Duration of
Plan.
The
Plan will terminate on July 10,
2011 unless a different termination date is fixed by the shareholders or by
action of the Board of Directors, but no such termination shall affect the
prior
rights under the Plan of the Company (or any subsidiary) or of anyone to whom
stock options or stock appreciation rights were granted prior thereto or to
whom
shares or RSUs have been transferred prior to such termination.
ADDITIONAL
INFORMATION
1. Shares
Awarded as a Portion of
Remuneration
Any
shares of Common Stock of the
Company awarded as a portion of a participant's remuneration shall be valued
at
not less than one hundred percent (100%) of the fair market value of the
Company's Common Stock on the date of the award. These shares may be subject
to
such conditions or restrictions as the Committee may determine, including a
requirement that the participant remain in the employ of the Company or one
of
its subsidiaries for a set period of time, or until retirement. Failure to
abide
by any applicable restriction will result in forfeiture of the
shares.
2. U.S.
Tax Effects
Incentive
Stock
Options
With
regard to tax effects which may
accrue to the optionee, counsel advises that if the optionee has continuously
been an employee from the time an option has been granted until at least three
months before it is exercised, under existing law no taxable income results
to
the optionee from the exercise of an incentive stock option at the time of
exercise. However, the spread at exercise is an "adjustment" item for
alternative minimum tax purposes.
Any
gain realized on the sale or other
disposition of stock acquired on exercise of an incentive stock option is
considered as long-term capital gain for tax purposes if the stock has been
held
more than two years after the date the option was granted and more than one
year
after the date of exercise of the option. If the stock is disposed of within
one
year after exercise, the lesser of any gain on such disposition or the spread
at
exercise (i.e., the excess of the fair market value of the stock on the date
of
exercise over the option price) is treated as ordinary income, and any
appreciation after the date of exercise is considered long-term or short-term
capital gain to the optionee depending on the holding period prior to sale.
However, the spread at exercise (even if greater than the gain on the
disposition) is treated as ordinary income if the disposition is one on which
a
loss, if sustained, is not recognized--e.g., a gift, a "wash" sale or a sale
to
a related party. The amount of ordinary income recognized by the optionee is
treated as a tax deductible expense to the Company. No other amount relative
to
an incentive stock option is a tax deductible expense to the
Company.
Nonstatutory
Stock
Options
With
regard to tax effects which may
accrue to the optionee, counsel advises that under existing tax law gain taxable
as ordinary income to the optionee is deemed to be realized at the date of
exercise of the option, the gain on each share being the difference between
the
market price on the date of exercise and the option price. This amount is
treated as a tax deductible expense to the Company at the time of the exercise
of the option. Any appreciation in the value of the stock after the date of
exercise is considered a long-term or short-term capital gain to the optionee
depending on whether or not the stock was held for the appropriate holding
period prior to sale.
Stock
Appreciation
Rights
With
regard to tax effects which may
accrue to the recipient, counsel advises that "United States persons," as
defined in the Internal Revenue Code of 1986 (the "I.R.C."), must recognize
ordinary income as of the date of exercise equal to the amount paid to the
recipient, i.e., the difference between the xxxxx xxxxx and the value of the
shares on the date of exercise.
Shares
Awarded as a Portion of
Remuneration
With
regard to tax effects which may
accrue to the recipient, counsel advises that "United States persons" as defined
in the Internal Revenue Code of 1986 (the "I.R.C."), must recognize ordinary
income in the first taxable year in which the recipient's rights to the stock
are transferable or are not subject to a substantial risk of forfeiture,
whichever is applicable. Recipients who are "United States persons" may also
elect to include the income in their tax returns for the taxable year in which
they receive the shares by filing an election to do so with the appropriate
office of the Internal Revenue Service within 30 days of the date the shares
are
transferred to them.
The
amount includable in income is the
fair market value of the shares as of the day the shares are transferable or
not
subject to a substantial risk of forfeiture, whichever is applicable; if the
recipient has elected to include the income in the year in which the shares
are
received, the amount of income includable is the fair market value of the shares
at the time of transfer.
For
non-United States persons, the time
when income is realized, its measurement and its taxation, will depend on the
laws of the particular countries in which the recipients are residents and/or
citizens at the time of transfer or when the shares are first transferable
and
not subject to a substantial risk of forfeiture, as the case may be. "United
States persons" who receive shares awarded as a portion of remuneration may
also
have tax consequences with respect to the receipt of shares or the expiration
of
restrictions or substantial risk of forfeiture on such shares under the laws
of
the particular country other than the United States of which such person is
a
resident or citizen.
Notwithstanding
the above advice
received by the Company, it is each individual recipient's responsibility to
check with his or her personal tax adviser as to the tax effects and proper
handling of stock options, stock appreciation rights, restricted stock units
and
Common Stock acquired. The above advice relates specifically to the U.S.
consequences of stock options, stock appreciation rights and Common Stock
acquired, including the U.S. consequences to "United States persons" whether
or
not resident in the U.S. In addition to U.S. tax consequences, for all persons
who are not U.S. residents, the time when income, if any, is realized, the
measurement of such income and its taxation will also depend on the laws of
the
particular country other than the U.S. of which such persons are resident and/or
citizens at the time of grant or the time of exercise, as the case may
be.
The
Plan is not subject to the
qualification requirements of Section 401(a) of the I.R.C.
3. Employee
Retirement Income Security
Act of 1974
The
Plan is not subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"),
as
amended.
4. Incorporation
of Certain Documents by
Reference
The
following documents filed by the
Company with the Securities and Exchange Commission (File No. 1-434) pursuant
to
the 1934 Act are incorporated into this document by reference:
1. The
Company's Annual Report on Form 10-K for the most recent fiscal year ended
June
30;
2. The
Company's Quarterly Report on Form 10-Q for the most recent quarter(s);
and
3. All
other documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or
15(d) of the 1934 Act after the date of this Prospectus and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold.
The
Company will provide without charge
to each participant in the Plan, upon oral or written request, a copy of any
or
all of these documents other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents. In
addition, the Company will provide without charge to such participants a copy
of
the Company's most recent annual report to shareholders, proxy statement, and
other communications distributed generally to security holders of the Company.
Requests for such copies should be directed to Xx. Xxx X. Xxxxx, Manager,
Shareholder Services, The Procter & Xxxxxx Company, P.O. Box 5572,
Cincinnati, Ohio 45201, (000) 000-0000.
5. Additional
Information
Additional
information about the Plan
and its administrators may be obtained from Xx. X.X. Xxxxxx, Assistant
Secretary, The Procter & Xxxxxx Company, One Procter & Xxxxxx Plaza,
Cincinnati, Ohio 45202, (000) 000-0000.
Appendix
1
___________________________________________________________________________________________
[GRANT_DATE] [GLOBALID]
[FIRST_NAME]
[MIDDLE_NAME]
[LAST_NAME]]
Subject: NON-STATUTORY
STOCK OPTION
SERIES 08-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:
| Grant Value: | $[DELIVERED_GRANT_VALUE] | ||
| Option Price per Share: | $[STOCK_PRCE] | ||
| Number of Shares: | [SHARES] | ||
| Date of Xxxxx: | [GRANT_DATE] | ||
| Expiration of Option: | [EXPIRATION_DATE] | ||
| Option Vest Date: 100% after | [VEST_DATE] | ||
| Acceptance Deadline: | [ACCEPTANCE_DATE] |
This
stock option is granted in accordance with and subject to the terms of The
Procter & Xxxxxx 2001 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
the Exercise Instructions in place as may be revised from time to
time.
You
may
access, download and/or print the terms, or any portion thereof, of the Plan
by
activating this hyperlink: The Procter & Xxxxxx
2001 Stock and Incentive Compensation Plan. Specific portions of the Plan
are also hyperlinked below for your ease in reviewing. Nonetheless, if you
would
prefer to receive a paper copy of The Procter & Xxxxxx 2001 Stock and
Incentive Compensation Plan, please send a written request via email to
Xxxxxxxx.XX@xx.xxx. Please understand that you will continue to receive future
Plan materials and information via electronic mail even though you may have
requested a paper copy.
The
option is not transferable other than by will or the laws of
descent and distribution and is exercisable during your life only by you.
This
option will become void upon any separation (including retirement) from the
Company or any of its subsidiaries within 6 months of the grant date. This
option may also become void upon separation from the Company or any of its
subsidiaries at any time later than 6 months after the grant date (see Article G, paragraph
4 of the
Plan). For the purposes of this option, separation from the Company or any
of
its subsidiaries and termination of employment will be effective as of the
date
that you are no longer actively employed and will not be extended by any
notice
period required under local law.
Please
note that when the issue or transfer of the Common Stock
covered by this option may, in the opinion of the Company, conflict or be
inconsistent with any applicable law or regulation of any governmental agency,
the Company reserves the right to refuse to issue or transfer said Common
Stock
and that any outstanding options may be suspended or terminated if you engage
in
actions that are significantly contrary to the best interests of the Company
or
any of its subsidiaries.
This
option to purchase shares of Common Stock of the Company is
subject to the Employee Acknowledgement and Consent Form below and to the
terms
of the Plan, with which you acknowledge you are familiar by accepting this
award, including the non-compete provision and other terms of Article F. The option
is also subject to and bound by the actions of the Compensation and Leadership
Development Committee and of the Company's Board of Directors. This option
grant
and the Plan together constitute an agreement between the Company and you
in
accordance with the terms thereof and hereof, and no other understandings
and/or
agreements have been entered by you with the Company regarding this specific
stock option grant. Any legal action related to this option, including Article
F, may be brought in any federal or state court located in Xxxxxxxx County,
Ohio, USA, and you hereby agree to accept the jurisdiction of these courts
and
consent to service of process from said courts solely for legal actions related
to this option grant.
Under
IRS standards of professional practice, certain tax advice
must meet requirements as to form and substance. To assure compliance with
these
standards, we disclose to you that this communication is not intended or
written
to be used, and cannot be used, for the purpose of avoiding penalties or
promoting, marketing, or recommending to another party any transaction or
matter
addressed herein.
THE
PROCTER &
XXXXXX COMPANY
Xxxxx
X. Xxxxxxx
Secretary
for the
Compensation and Leadership
Development
Committee
ATTACHMENTS
To
Accept Your Stock
Option
Read
and check each of the boxes below:
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o
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I have read, understand and agree to be bound by each of: |
the
terms of this letter; The Procter & Xxxxxx 2001
Stock
and Incentive Compensation Plan; and the
Employee
Acknowledgement and Consent Form
(below).
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o
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I
accept the stock option grant detailed above. (To accept this option,
you
must also check the box
above.)
|
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To
Reject
Your Stock
Option
Read
and check the box
below:
|
o
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I
have read and understand the terms noted above. I do not agree
to be bound
by these terms, and
hereby
reject the stock option grant detailed above.
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o
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I
accept the stock option grant detailed above. (To accept this
option, you
must also check the box
above.)
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Employee
Acknowledgement and
Consent Form
I
understand that I am eligible to receive a grant of stock options or restricted
stock units (“RSUs”) under The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan or Xxx Xxxxxxxx Xxxxxxx 2004 Long Term Incentive Plan
(together, referred to as the “Plans”).
Data
Privacy
I
hereby
explicitly and unambiguously consent to the collection, use and transfer,
in
electronic or other form, of my personal data as described in this document
by
and among, as applicable, my employer (“Employer”) and The Procter & Xxxxxx
Company and its subsidiaries and affiliates (“P&G”) for the exclusive
purpose of implementing, administering and managing my participation in the
Plans.
I
understand that P&G and my Employer hold certain personal information about
me, including, but not limited to, my name, home address and telephone number,
date of birth, social insurance number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in P&G,
details of all options or RSUs or any other entitlement to shares of stock
awarded, canceled, exercised, vested, unvested or outstanding in my favor,
for
the purpose of implementing, administering and managing the Plans (“Data”). I
understand that Data may be transferred to any third parties assisting in
the
implementation, administration and management of the Plans, that these
recipients may be located in my country or elsewhere, and that the recipient’s
country may have different data privacy laws and protections than my country.
I
understand that I may request a list with the names and addresses of any
potential recipients of the Data by contacting my local human resources
representative. I authorize the recipients to receive, possess, use, retain
and
transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing my participation in the Plans,
including any requisite transfer of such Data as may be required to a broker
or
other third party with whom I may elect to deposit any shares of stock acquired
upon exercise of the option or settlement of the RSU. I understand that Data
will be held only as long as is necessary to implement, administer and manage
my
participation in the Plans. I understand that I may, at any time, view Data,
request additional information about the storage and processing of Data,
require
any necessary amendments to Data or refuse or withdraw the consents herein,
in
any case without cost, by contacting in writing my local human resources
representative. I understand, however, that refusing or withdrawing my consent
may affect my ability to participate in the Plans. For more information on
the
consequences of my refusal to consent or withdrawal of consent, I understand
that I may contact my local human resources representative.
Nature
of
Grant
By
completing this form and accepting the grant of the stock options or RSUs
evidenced hereby, I acknowledge that: i) the Plans are established voluntarily
by The Procter & Xxxxxx Company, it is discretionary in nature and it may be
amended, suspended or terminated at any time; ii) the grant of options or
RSUs
under the Plans is voluntary and occasional and does not create any contractual
or other right to receive future grants of options or RSUs, or benefits in
lieu
of options or RSUs, even if options or RSUs have been granted repeatedly
in the
past; iii) all decisions with respect to future grants of options or RSUs,
if
any, will be at the sole discretion of P&G; iv) my participation in the
Plans is voluntary; v) the option or RSU is an extraordinary item and not
part
of normal or expected compensation or salary for any purposes including,
but not
limited to, calculating any termination, severance, resignation, redundancy,
end
of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments; vi) in the event that my employer is not P&G,
the grant of options or RSUs will not be interpreted to form an employment
relationship with P&G; and furthermore, the grant of options or RSUs will
not be interpreted to form an employment contract with my Employer; vii)
the
future value of the shares purchased under the Plans is unknown and cannot
be
predicted with certainty, may increase or decrease in value, even below the
exercise price and, if the underlying shares do not increase in value, the
option will have no value; iix) my participation in the Plans shall not create
a
right to further employment with my Employer and shall not interfere with
the
ability of my Employer to terminate my employment relationship at any time,
with
or without cause; ix) and no claim or entitlement to compensation or damages
arises from the termination of the option or RSU or the diminution in value
of
the option or RSU or shares purchased and I irrevocably release P&G and my
Employer from any such claim that may arise.
Responsibility
for
Taxes
Regardless
of any action P&G or my Employer takes
with respect to any or all income tax, social insurance, payroll tax, payment
on
account or other tax-related withholding (“Tax-Related Items”), I acknowledge
that the ultimate liability for all Tax-Related Items is and remains my
responsibility and that P&G and/or my Employer (1) make no
representations or undertakings regarding the treatment of any Tax-Related
Items
in connection with any aspect of the option or RSU grant, including the grant,
vesting or exercise of the option, settlement of the shares from the RSU,
the
subsequent sale of shares acquired and the receipt of any dividends or the
potential impact of current or future tax legislation in any jurisdiction;
and
(2) do not commit to structure the terms of the grant or any aspect of the
option or RSU to reduce or eliminate my liability for Tax-Related
Items.
Prior
to
exercise of the option or settlement of the shares from the RSU, 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.
Appendix
2
Form
RTD
[INSERT
DATE]
[INSERT
NAME]
Subject: Award
of Restricted Stock
Units
This
is
to advise you that The Procter & Xxxxxx Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts
listed
below, pursuant to The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan, and subject to the attached Statement of Terms and Conditions
Form RTD.
| Grant Date: | [INSERT DATE OF XXXXX] | ||
| Forfeiture Date: | [INSERT DATE FORFEITURE ENDS] | ||
| Original Settlement Date: | [INSERT DATE RSUs BECOME SHARES] | ||
| Number of Restricted Stock Units: | [INSERT NUMBER GRANTED] |
Paragraph
3(a) of Statement of Terms and Conditions Form RTD [is/is not]
waived.
As
you
will see from the Statement of Terms and Conditions Form RTD, under certain
circumstances you may agree with The Procter & Xxxxxx Company to delay the
settlement of your Restricted Stock Units beyond the Original Settlement
Date.
You may want to consult your personal tax advisor before making a decision
about
this matter.
THE
PROCTER & XXXXXX COMPANY
Xxxxx
X. Xxxxxxx, Secretary
For
the Compensation Committee
| o |
I
legal action related to this Award of Restricted Stock Units may
be
brought in any federal or state court located in Xxxxxxxx County,
Ohio,
USA, and I hereby accept the jurisdiction of these courts and consent
to
service of process from said courts solely for legal actions related
to
this Award of Restricted Stock
Units.
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o
|
I
hereby reject the Award of Restricted Stock Units set forth
above.
|
___________________ ______________________________________ _____________________
Date Signature P&G
E-mail
Address
THE
PROCTER & XXXXXX
COMPANY
STATEMENT
OF TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
THE
PROCTER & XXXXXX 2001 STOCK
AND INCENTIVE COMPENSATION PLAN
The
Restricted Stock Units awarded to
you as set forth in the letter you received from the Company (your “Award
Letter”), and your ownership thereof, are subject to the following terms and
conditions.
1. Definitions.
For
purposes of this Statement of Terms
and Conditions for Restricted Stock Units (“Terms and Conditions”), all
capitalized terms not defined in these Terms and Conditions will have the
meanings described in The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan (the “Plan”), and the following terms will have the following
meanings.
(a) “Agreed
Settlement Date” has
the meaning described in Section 2(c);
(b) “Data”
has the meaning
described in Section 10;
(c) “Disability”
means termination
of employment under the permanent disability provision of any retirement
plan of
Procter & Xxxxxx;
(d) “Dividend
Equivalents” has the
meaning described in Section 4;
(e) “Forfeiture
Date” is the date
identified as such in your Award Letter;
(f) “Forfeiture
Period” means the
period from the Grant Date until the Forfeiture Date.
(g) “Grant
Date” means the date a
Restricted Stock Unit was awarded to you, as identified in your Award
Letter;
(h) “Original
Settlement Date” is
the date identified as such in your Award Letter, as adjusted, if applicable,
by
Section 2;
(i) “Post-Forfeiture
Period” means
the period from the Forfeiture Date until the later of the Original Settlement
Date or the Agreed Settlement Date;
(j) “Procter
&
Xxxxxx”
means
the Company and/or its Subsidiaries;
(k) “Restricted
Stock Unit” means
an unfunded, unsecured promise by the Company, in accordance with these Terms
and Conditions and the provisions of the Plan, to issue to you one share
of
Common Stock on the later of the Original Settlement Date or the Agreed
Settlement Date.
2. Transfer
and
Restrictions.
(a) Neither
Restricted Stock Units nor your interest in them may be sold, exchanged,
transferred, pledged, hypothecated, given or otherwise disposed of by you
at any
time, except by will or by the laws of descent and distribution. Any attempted
transfer of a Restricted Stock Unit, whether voluntary or involuntary on
your
part, will result in the immediate forfeiture to the Company, and cancellation,
of the Restricted Stock Unit (including all rights to Dividend
Equivalents).
(b) During
the Forfeiture Period, your Restricted Stock Units (including all rights
to
receive Dividend Equivalents) will be forfeited and cancelled if you leave
your
employment with Procter & Xxxxxx for any reason, except due to: (i) your
Disability; (ii) your retirement in accordance with the provisions of any
appropriate retirement plan of Procter & Xxxxxx; or (iii) in certain
circumstances, your Special Separation. In the event of your Disability during
the Forfeiture Period, unless otherwise agreed to in writing by the Company,
your Original Settlement Date will automatically and immediately become,
without
any further action by you or the Company, the date of your Disability. In
the
event of your retirement in accordance with the provisions of any appropriate
retirement plan of Procter & Xxxxxx during the Forfeiture Period, you will
retain your Restricted Stock Units subject to the Plan and these Terms and
Conditions. In the event of your Special Separation during the Forfeiture
Period, your Restricted Stock Units will be forfeited and cancelled unless
otherwise agreed to in writing by the Company.
(c) At
any time at least one calendar year prior to the Original Settlement Date,
you
and the Company may agree to postpone the date on which you are entitled
to
receive one share of Common Stock for each Restricted Stock Unit you hold,
according to the deferral terms in place at the time, and provided the new
date
(the “Agreed Settlement Date”) is at least five years from the Original
Settlement Date. During the Post-Forfeiture Period, if you leave your employment
with Procter & Xxxxxx for any reason other than: (i) Disability; (ii)
Special Separation; or (iii) retirement in accordance with the provisions
of any
appropriate retirement plan of Procter & Xxxxxx, your Original Settlement
Date or Agreed Settlement Date, as applicable, will automatically and
immediately become, without any further action by you or the Company, the
date
of your termination of employment. In the event of your Disability or Special
Separation during the Post-Forfeiture period, unless otherwise agreed to
in
writing by the Company, your Original Settlement Date or Agreed Settlement
Date,
as applicable, will automatically and immediately become, without any further
action by you or the Company, the date of your Disability or Special Separation,
as applicable. In the event of your retirement in accordance with the provisions
of any appropriate retirement plan of Procter & Xxxxxx during the
Post-Forfeiture Period, you will retain your Restricted Stock Units subject
to
the Plan and these Terms and Conditions.
(d) Upon
your death or the occurrence of a Change in Control at any time while you
hold
Restricted Stock Units and/or Dividend Equivalents, your Original Settlement
Date or Agreed Settlement Date, as applicable, will automatically and
immediately become, without any further action by you or the Company, the
date
of your death or of the Change in Control, as applicable.
(e) From
time to time, the Company and/or the Committee may establish procedures with
which you must comply in order to accept an award of Restricted Stock Units,
to
agree to an Agreed Settlement Date, or to settle your Restricted Stock Units,
including requiring you to do so by means of electronic signature, or charging
you an administrative fee for doing so.
(f) Once
your Restricted Stock Units have been settled by delivery to you of an
equivalent number of shares of Common Stock, the Restricted Stock Units will
have no further value, force or effect and you will cease to receive Dividend
Equivalents associated with the Restricted Stock Units.
3. Confidentiality
and
Non-Competition
(a) In
order to better protect the goodwill of Procter & Xxxxxx and to prevent the
disclosure of Procter & Gamble’s trade secrets and confidential information,
and thereby help ensure the long-term success of Procter & Gamble’s
business, in consideration of your being awarded Restricted Stock Units,
you
(without prior written consent of Procter & Xxxxxx), will not engage in any
activity or provide any services, whether as a director, manager, supervisor,
employee, advisor, consultant or otherwise, for a period of three (3) years
following the date your employment with Procter & Xxxxxx is terminated in
connection with the manufacture, development, advertising, promotion, or
sale of
any product which is the same as or similar to or competitive with any products
of Procter & Xxxxxx (including both existing products as well as products
known to you, as a consequence of your employment with Procter & Xxxxxx, to
be in development):
(i) with
respect to which your work has been directly concerned at any time during
the
two (2) years preceding the termination of your employment with Procter &
Xxxxxx; or
(ii) with
respect to which, during the two (2) years preceding the termination of your
employment with Procter & Xxxxxx, you, as a consequence of your job
performance and duties, acquired knowledge of trade secrets or other
confidential information of Procter & Xxxxxx.
For
purposes of this Section 3(a), it will be conclusively presumed that you
have
knowledge of information you were directly exposed to through actual receipt
or
review of memoranda or documents containing such information, or through
attendance at meetings at which such information was discussed or
disclosed.
(b) The
provisions of Section 3(a) are not in lieu of, but are in addition to your
continuing obligation (which you acknowledge by accepting an award of Restricted
Stock Units) to not use or disclose Procter & Gamble’s trade secrets or
confidential information known to you until any particular trade secret or
confidential information becomes generally known (through no fault of yours).
As
used in this Section 3(b), “generally known” means known throughout the domestic
United States industry or, if you have job responsibilities partially or
entirely outside of the United States, the appropriate domestic United States
and/or appropriate foreign country or countries’ industry(ies). Information
regarding products in development, in test marketing, or being marketed or
promoted in a discrete geographic region, which information Procter & Xxxxxx
is considering for broader use, will not be deemed to be “generally known” until
such broader use is actually commercially implemented. As used in this Section,
"trade secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & Xxxxxx or its
subsidiaries gained in the course of your employment with Procter & Xxxxxx
or its subsidiaries (including personnel ratings or rankings, manager or
peer
evaluations, performance records, special skills or abilities, compensation,
work and development plans, training, nature of specific project and work
assignments, or specialties developed as a result of such assignments) which
directly or indirectly affords you a confidential basis to solicit, encourage,
or participate in soliciting any manager, or managers, of Procter & Xxxxxx
or any subsidiary to terminate his or her relationship with Procter & Xxxxxx
or that subsidiary.
(c) By
accepting an award of Restricted Stock Units, you agree that, if you were,
without authority, to use or disclose Procter & Gamble’s trade secrets or
confidential information or threaten to do so, Xxxxxxx & Xxxxxx would be
entitled to injunctive and other appropriate relief to prevent you from doing
so. You further agree that the harm caused to Procter & Xxxxxx by the breach
or anticipated breach of this Section 3(c) is, by its nature, irreparable
because, among other things, it is not readily susceptible of proof as to
the
monetary harm that would ensue. You agree that any interim or final equitable
relief entered by a court of competent jurisdiction will, at the request
of
Xxxxxxx & Xxxxxx, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
Xxxxxx may have to appeal from the proceedings which resulted in any grant
of
such relief.
(d) If
any of the provisions contained in Sections 3(a) through (c) are for any
reason,
whether by application of existing law or law which may develop after your
acceptance of an award of Restricted Stock Units, determined by a court of
competent jurisdiction to be overly broad as to scope of activity, duration,
or
territory, then by accepting an award of Restricted Stock Units you agree
to
join Procter & Xxxxxx in requesting such court to construe such provision by
limiting or reducing it so as to be enforceable to the extent compatible
with
then-applicable law. If any one or more of the provisions contained in Section
3(a) through (c) are determined by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the provisions will
remain
in full force and effect and will not be affected, impaired or invalidated
in
any way.
4. Dividend
Equivalents.
As
a
holder of Restricted Stock Units, during the period from the Grant Date until
the Original Settlement Date or the Agreed Settlement Date, whichever is
later,
each time a cash dividend or other cash distribution is paid with respect
to
Common Stock, you will receive additional Restricted Stock Units (“Dividend
Equivalents”). The number of such additional Restricted Stock Units will be
determined as follows: multiply the number of Restricted Stock Units currently
held by the per share amount of the cash dividend or other cash distribution
on
the Common Stock, and then divide the result by the price of the Common Stock
on
the date of the dividend or distribution. These Dividend Equivalent Restricted
Stock Units will be subject to the same terms and conditions as the original
Restricted Stock Units that gave rise to them, including forfeiture and
settlement terms, except that if there is a fractional number of Dividend
Equivalent Restricted Stock Units on the date they are to be settled, you
will
receive one share of Common Stock for the fractional Dividend Equivalent
Restricted Stock Units.
5. Voting
and Other Shareholder
Rights.
A
Restricted Stock Unit is not a share of Common Stock, and thus you are not
entitled to any voting, dividend or other rights as a shareholder of the
Company
with respect to the Restricted Stock Units you hold.
6. Adjustments
in Case of Stock
Dividends, Stock Splits, Etc.
In
the event of a future
reorganization, recapitalization, stock split, stock dividend, combination
of
shares, merger, consolidation, rights offering, share exchange,
reclassification, distribution, spin-off, or other change affecting the
corporate structure, capitalization or Common Stock, the number of Restricted
Stock Units you hold will be adjusted appropriately and equitably to prevent
dilution or enlargement of your rights.
7. Tax
Withholding.
To
the extent Procter & Xxxxxx is
required to withhold federal, state, local or foreign taxes in connection
with
your Restricted Stock Units or Dividend Equivalents, the Committee may require
you to make such arrangements as Procter & Xxxxxx may xxxx appropriate for
the payment of such taxes required to be withheld, including without limitation,
relinquishment of some of the shares of Common Stock that would otherwise
be
given to you. However, regardless of any action taken by Procter & Xxxxxx
with respect to any income tax, social insurance, payroll tax, or other tax,
by
accepting a Restricted Stock Unit or Dividend Equivalent, you acknowledge
that
the ultimate liability for any such tax owed by you is and remains your
responsibility, and that Procter & Xxxxxx makes no representations about the
tax treatment of your Restricted Stock Units or Dividend Equivalents, and
does
not commit to structure any aspect of the Restricted Stock Units or Dividend
Equivalents to reduce or eliminate your tax liability.
8. Suspension
Periods and
Termination.
The
Company reserves the right from
time to time to temporarily suspend your right to settle your Restricted
Stock
Units for shares of Common Stock where such suspension is deemed by the Company
as necessary or appropriate.
9. Procter
&
Xxxxxx
Right to
Terminate Employment and Other Remedies.
(a) Nothing
in these Terms and Conditions, or the fact that you have been awarded Restricted
Stock Units, affects in any way the right or power of Procter & Xxxxxx to
terminate your employment at any time for any reason, with or without cause,
or
precludes Procter & Xxxxxx from taking any action or enforcing any remedy
available to it with respect to any action or conduct on your part. Without
limiting the previous sentence, the Committee may, for example, suspend or
terminate any outstanding Restricted Stock Units for actions taken by you
if the
Committee determines that you have acted significantly contrary to the best
interests of Procter & Xxxxxx or its subsidiaries. For purposes of this
paragraph, an action taken “significantly contrary to the best interests of
Procter & Xxxxxx or its subsidiaries” includes without limitation any action
taken or threatened by you that the Committee determines has, or is reasonably
likely to have, a significant adverse impact on the reputation, goodwill,
stability, operation, personnel retention and management, or business of
Procter
& Xxxxxx or any subsidiary. This paragraph is in addition to any remedy
Procter & Xxxxxx or a subsidiary may have at law or in equity, including
without limitation injunctive and other appropriate relief.
(b) By
accepting a Restricted Stock Unit, you acknowledge that: (i) the Plan is
established voluntarily by The Procter & Xxxxxx Company, is discretionary in
nature, and may be amended, suspended or terminated at any time; (ii) the
award
of Restricted Stock Units is voluntary and occasional and does not create
any
contractual or other right to receive future awards of Restricted Stock Units,
or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units
have been awarded repeatedly in the past; (iii) all decisions with respect
to
future Restricted Stock Unit awards, if any, will be at the sole discretion
of
the Company; (iv) your participation in the Plan is voluntary; (v) Restricted
Stock Units are an extraordinary item and not part of normal or expected
compensation or salary for any purpose, including without limitation calculating
any termination, severance, resignation, redundancy, or end-of-service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company, the award
of
Restricted Stock Units will not be interpreted to form an employment
relationship with the Company; and, furthermore, the award of Restricted
Stock
Units will not be interpreted to form an employment contract with any Procter
& Xxxxxx entity; (vii) the future value of Common Stock is unknown and
cannot be predicted with certainty; and (viii) no claim or entitlement to
compensation or damages arises from termination or forfeiture of Restricted
Stock Units, or diminution in value of Restricted Stock Units or Common Stock
received in settlement thereof, and you irrevocably release Procter & Xxxxxx
from any such claim that may arise.
10. Data
Privacy.
By
accepting a Restricted Stock Unit, you explicitly and unambiguously consent
to
the collection, use and transfer, in electronic or other form, of your personal
data as described in this document by and among, as applicable, any Procter
& Xxxxxx entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand
that
Procter & Xxxxxx holds certain personal information about you, including
without limitation your name, home address and telephone number, date of
birth,
social insurance number or other identification number, salary, nationality,
job
title, any shares of stock or directorships held in a Procter & Xxxxxx
entity, details of all options, Restricted Stock Units, or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing
the
Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan,
that
these recipients may be located in your country or elsewhere, and that the
recipient’s country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names and
addresses of any potential recipients of Data by contacting your local human
resources representative. You authorize the recipients to receive, possess,
use,
retain and transfer the Data, in electronic or other form, for the purposes
of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third
party
with whom you may elect to deposit any shares of Common Stock in connection
with
the settlement of your Restricted Stock Units. You understand that Data will
be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view
Data,
request additional information about the storage and processing of Data,
require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your
local
human resources representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the Plan.
For
more information on the consequences of your refusal to consent or withdrawal
of
consent, you understand that you may contact your local human resources
representative.
11. Notices.
(a) Any
notice to Procter & Xxxxxx that is required or appropriate with respect to
Restricted Stock Units held by you must be in writing and addressed
to:
The
Procter & Xxxxxx Company
ATTN:
Corporate Secretary’s Office
P.O.
Box 599
Cincinnati,
OH 45201
or
such
other address as Procter & Xxxxxx may from time to time provide to you in
writing.
(b) Any
notice to you that is required or appropriate with respect to Restricted
Stock
Units held or to be awarded to you will be provided to you in written or
electronic form at any physical or electronic mail address for you that is
on
file with Procter & Xxxxxx.
12. Successors
and
Assigns.
These
Terms and Conditions are binding
on, and inure to the benefit of, (a) The Procter & Xxxxxx Company and its
successors and assigns; and (b) you and, if applicable, the representative
of
your estate.
13. Governing
Law.
The
validity, interpretation,
performance and enforcement of these Terms and Conditions, the Plan and your
Restricted Stock Units will be governed by the laws of the State of Ohio,
U.S.A.
without giving effect to any other jurisdiction’s conflicts of law principles.
With respect to any dispute concerning these Terms and Conditions, the Plan
and
your Restricted Stock Units, you consent to the exclusive jurisdiction of
the
federal or state courts located in Xxxxxxxx County, Ohio, U.S.A.
14. The
Plan.
All
Restricted Stock Units awarded to
you have been awarded under the Plan. Certain provisions of the Plan may
have
been repeated or emphasized in these Terms and Conditions; however, all terms
of
the Plan apply to you and your Restricted Stock Units whether or not they
have
been called out in these Terms and Conditions.
15. Effect
of These Terms and
Conditions.
These
Terms and Conditions and the
terms of the Plan, which are incorporated herein by reference, describe the
contractual rights awarded to you in the form of Restricted Stock Units,
and the
obligations imposed on you in connection with those rights. No right exists
with
respect to Restricted Stock Units except as described in these Terms and
Conditions and the Plan.
Appendix
3
Form
RTD-A
[INSERT
DATE]
[INSERT
NAME]
Subject: Award
of Restricted Stock
Units
This
is to advise you that The Procter & Xxxxxx Company, an
Ohio corporation, is awarding you with Restricted Stock Units, on the dates
and
in the amounts listed below, pursuant to The Procter & Xxxxxx 2001 Stock and
Incentive Compensation Plan, and subject to the attached Statement of Terms
and
Conditions Form RTD-X.
| Xxxxx Date: | [INSERT DATE OF XXXXX] | ||
| Forfeiture Date: | [INSERT DATE FORFEITURE ENDS] | ||
| Original Settlement Date: | [INSERT DATE RSUs BECOME SHARES] | ||
| Number of Restricted Stock Units: | [INSERT NUMBER GRANTED] |
Paragraph
3(a) of Statement of Terms and Conditions Form RTD-A
[is/is not] waived.
As
you will see from the Statement of Terms and Conditions Form
RTD-A, under certain circumstances you may agree with The Procter & Xxxxxx
Company to delay the settlement of your Restricted Stock Units beyond the
Original Settlement Date. You may want to consult your personal tax advisor
before making a decision about this matter.
THE
PROCTER & XXXXXX COMPANY
Xxxxx
X. Xxxxxxx, Secretary
For
the Compensation Committee
|
o
|
I
hereby accept the Award of Restricted Stock Units set
forth above in accordance with and subject to the terms of
The Procter
& Xxxxxx 2001 Stock and Incentive Compensation Plan and the attached
Statement of Terms and Conditions for Restricted Stock Units,
with which I
am familiar. I agree that the Award of Restricted Stock Units,
The Procter
& Xxxxxx 2001 Stock and Incentive Compensation Plan, and the
attached
Statement of Terms and Conditions for Restricted Stock Units
together
constitute an agreement between the Company and me in accordance
with the
terms thereof and hereof, and I further agree that any legal
action
related to this Award of Restricted Stock Units may be brought
in any
federal or state court located in Xxxxxxxx County, Ohio, USA,
and I hereby
accept the jurisdiction of these courts and consent to service
of process
from said courts solely for legal actions related to this Award
of
Restricted Stock Units.
|
|
o
|
I
hereby reject the Award of Restricted Stock Units set
forth above.
|
___________________ ______________________________________ _____________________
Date Signature P&G
E-mail Address
THE
PROCTER &
XXXXXX COMPANY
STATEMENT
OF TERMS
AND CONDITIONS FOR RESTRICTED STOCK UNITS
THE
PROCTER &
XXXXXX 2001 STOCK AND INCENTIVE COMPENSATION PLAN
The
Restricted
Stock Units awarded to you as set forth in the letter you received from
the
Company (your “Award Letter”), and your ownership thereof, are subject to the
following terms and conditions.
1. Definitions.
For
purposes of
this Statement of Terms and Conditions for Restricted Stock Units (“Terms and
Conditions”), all capitalized terms not defined in these Terms and Conditions
will have the meanings described in The Procter & Xxxxxx 2001 Stock and
Incentive Compensation Plan (the “Plan”), and the following terms will have the
following meanings.
(a) “Agreed
Settlement Date” has the meaning described in Section 2(c);
(b) “Data”
has the meaning
described in Section 10;
(c) “Disability”
means termination
of employment under the permanent disability provision of any retirement
plan of
Procter & Xxxxxx;
(d) “Dividend
Equivalents” has the
meaning described in Section 4;
(e) “Forfeiture
Date” is the date
identified as such in your Award Letter;
(f) “Forfeiture
Period” means the
period from the Grant Date until the Forfeiture Date.
(g) “Grant
Date” means the date a Restricted Stock Unit was awarded to you, as
identified in your Award Letter;
(h) “Original
Settlement Date” is
the date identified as such in your Award Letter, as adjusted, if applicable,
by
Section 2;
(i) “Post-Forfeiture
Period” means
the period from the Forfeiture Date until the later of the Original Settlement
Date or the Agreed Settlement Date;
(j) “Procter
& Xxxxxx” means the Company and/or its Subsidiaries;
(k) “Restricted
Stock Unit” means
an unfunded, unsecured promise by the Company, in accordance with these
Terms
and Conditions and the provisions of the Plan, to issue to you one share
of
Common Stock on the later of the Original Settlement Date or the Agreed
Settlement Date.
2. Transfer
and
Restrictions.
(a) Neither
Restricted Stock Units nor your interest in them may be sold, exchanged,
transferred, pledged, hypothecated, given or otherwise disposed of by you
at any
time, except by will or by the laws of descent and distribution. Any attempted
transfer of a Restricted Stock Unit, whether voluntary or involuntary on
your
part, will result in the immediate forfeiture to the Company, and cancellation,
of the Restricted Stock Unit (including all rights to Dividend
Equivalents).
(b) During
the Forfeiture Period, your Restricted Stock Units (including all rights
to
receive Dividend Equivalents) will be forfeited and cancelled if you leave
your
employment with Procter & Xxxxxx for any reason, except due to: (i) your
Disability, or (ii) in certain circumstances, your Special Separation.
In the
event of your Disability during the Forfeiture Period, unless otherwise
agreed
to in writing by the Company, your Original Settlement Date will automatically
and immediately become, without any further action by you or the Company,
the
date of your Disability. In the event of your Special Separation during
the
Forfeiture Period, your Restricted Stock Units will be forfeited and cancelled
unless otherwise agreed to in writing by the Company.
(c) At
any time at least one calendar year prior to the Original Settlement Date,
you
and the Company may agree to postpone the date on which you are entitled
to
receive one share of Common Stock for each Restricted Stock Unit you hold,
according to the deferral terms in place at the time, and provided the
new date
(the “Agreed Settlement Date”) is at least five years from the Original
Settlement Date. During the Post-Forfeiture Period, if you leave your employment
with Procter & Xxxxxx for any reason other than: (i) Disability; (ii)
Special Separation; or (iii) retirement in accordance with the provisions
of any
appropriate retirement plan of Procter & Xxxxxx, your Original Settlement
Date or Agreed Settlement Date, as applicable, will automatically and
immediately become, without any further action by you or the Company, the
date
of your termination of employment. In the event of your Disability or Special
Separation during the Post-Forfeiture period, unless otherwise agreed to
in
writing by the Company, your Original Settlement Date or Agreed Settlement
Date,
as applicable, will automatically and immediately become, without any further
action by you or the Company, the date of your Disability or Special Separation,
as applicable. In the event of your retirement in accordance with the provisions
of any appropriate retirement plan of Procter & Xxxxxx during the
Post-Forfeiture Period, you will retain your Restricted Stock Units subject
to
the Plan and these Terms and Conditions.
(d) Upon
your death or the occurrence of a Change in Control at any time while you
hold
Restricted Stock Units and/or Dividend Equivalents, your Original Settlement
Date or Agreed Settlement Date, as applicable, will automatically and
immediately become, without any further action by you or the Company, the
date
of your death or of the Change in Control, as applicable.
(e) From
time to time, the Company and/or the Committee may establish procedures
with
which you must comply in order to accept an award of Restricted Stock Units,
to
agree to an Agreed Settlement Date, or to settle your Restricted Stock
Units,
including requiring you to do so by means of electronic signature, or charging
you an administrative fee for doing so.
(f) Once
your Restricted Stock Units have been settled by delivery to you of an
equivalent number of shares of Common Stock, the Restricted Stock Units
will
have no further value, force or effect and you will cease to receive Dividend
Equivalents associated with the Restricted Stock Units.
3. Confidentiality
and
Non-Competition
(a) In
order to better protect the goodwill of Procter & Xxxxxx and to prevent the
disclosure of Procter & Gamble’s trade secrets and confidential information,
and thereby help ensure the long-term success of Procter & Gamble’s
business, in consideration of your being awarded Restricted Stock Units,
you
(without prior written consent of Procter & Xxxxxx), will not engage in any
activity or provide any services, whether as a director, manager, supervisor,
employee, advisor, consultant or otherwise, for a period of three (3) years
following the date your employment with Procter & Xxxxxx is terminated in
connection with the manufacture, development, advertising, promotion, or
sale of
any product which is the same as or similar to or competitive with any
products
of Procter & Xxxxxx (including both existing products as well as products
known to you, as a consequence of your employment with Procter & Xxxxxx, to
be in development):
(i) with
respect to which your work has been directly concerned at any time during
the
two (2) years preceding the termination of your employment with Procter
&
Xxxxxx; or
(ii) with
respect to which, during the two (2) years preceding the termination of
your
employment with Procter & Xxxxxx, you, as a consequence of your job
performance and duties, acquired knowledge of trade secrets or other
confidential information of Procter & Xxxxxx.
For
purposes of this Section 3(a), it will be conclusively presumed that you
have
knowledge of information you were directly exposed to through actual receipt
or
review of memoranda or documents containing such information, or through
attendance at meetings at which such information was discussed or
disclosed.
(b) The
provisions of Section 3(a) are not in lieu of, but are in addition to your
continuing obligation (which you acknowledge by accepting an award of Restricted
Stock Units) to not use or disclose Procter & Gamble’s trade secrets or
confidential information known to you until any particular trade secret
or
confidential information becomes generally known (through no fault of yours).
As
used in this Section 3(b), “generally known” means known throughout the domestic
United States industry or, if you have job responsibilities partially or
entirely outside of the United States, the appropriate domestic United
States
and/or appropriate foreign country or countries’ industry(ies). Information
regarding products in development, in test marketing, or being marketed
or
promoted in a discrete geographic region, which information Procter & Xxxxxx
is considering for broader use, will not be deemed to be “generally known” until
such broader use is actually commercially implemented. As used in this
Section,
"trade secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & Xxxxxx or its
subsidiaries gained in the course of your employment with Procter & Xxxxxx
or its subsidiaries (including personnel ratings or rankings, manager or
peer
evaluations, performance records, special skills or abilities, compensation,
work and development plans, training, nature of specific project and work
assignments, or specialties developed as a result of such assignments)
which
directly or indirectly affords you a confidential basis to solicit, encourage,
or participate in soliciting any manager, or managers, of Procter & Xxxxxx
or any subsidiary to terminate his or her relationship with Procter & Xxxxxx
or that subsidiary.
(c) By
accepting an award of Restricted Stock Units, you agree that, if you were,
without authority, to use or disclose Procter & Gamble’s trade secrets or
confidential information or threaten to do so, Xxxxxxx & Xxxxxx would be
entitled to injunctive and other appropriate relief to prevent you from
doing
so. You further agree that the harm caused to Procter & Xxxxxx by the breach
or anticipated breach of this Section 3(c) is, by its nature, irreparable
because, among other things, it is not readily susceptible of proof as
to the
monetary harm that would ensue. You agree that any interim or final equitable
relief entered by a court of competent jurisdiction will, at the request
of
Xxxxxxx & Xxxxxx, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
Xxxxxx may have to appeal from the proceedings which resulted in any grant
of
such relief.
(d) If
any of the provisions contained in Sections 3(a) through (c) are for any
reason,
whether by application of existing law or law which may develop after your
acceptance of an award of Restricted Stock Units, determined by a court
of
competent jurisdiction to be overly broad as to scope of activity, duration,
or
territory, then by accepting an award of Restricted Stock Units you agree
to
join Procter & Xxxxxx in requesting such court to construe such provision by
limiting or reducing it so as to be enforceable to the extent compatible
with
then-applicable law. If any one or more of the provisions contained in
Section
3(a) through (c) are determined by a court of competent jurisdiction to
be
invalid, void or unenforceable, then the remainder of the provisions will
remain
in full force and effect and will not be affected, impaired or invalidated
in
any way.
4. Dividend
Equivalents.
As
a
holder of Restricted Stock Units, during the period from the Grant Date
until
the Original Settlement Date or the Agreed Settlement Date, whichever is
later,
each time a cash dividend or other cash distribution is paid with respect
to
Common Stock, you will receive additional Restricted Stock Units (“Dividend
Equivalents”). The number of such additional Restricted Stock Units will be
determined as follows: multiply the number of Restricted Stock Units currently
held by the per share amount of the cash dividend or other cash distribution
on
the Common Stock, and then divide the result by the price of the Common
Stock on
the date of the dividend or distribution. These Dividend Equivalent Restricted
Stock Units will be subject to the same terms and conditions as the original
Restricted Stock Units that gave rise to them, including forfeiture and
settlement terms, except that if there is a fractional number of Dividend
Equivalent Restricted Stock Units on the date they are to be settled, you
will
receive one share of Common Stock for the fractional Dividend Equivalent
Restricted Stock Units.
5. Voting
and Other Shareholder
Rights.
A
Restricted Stock Unit is not a share of Common Stock, and thus you are
not
entitled to any voting, dividend or other rights as a shareholder of the
Company
with respect to the Restricted Stock Units you hold.
6. Adjustments
in Case of Stock
Dividends, Stock Splits, Etc.
In
the event of a future
reorganization, recapitalization, stock split, stock dividend, combination
of
shares, merger, consolidation, rights offering, share exchange,
reclassification, distribution, spin-off, or other change affecting the
corporate structure, capitalization or Common Stock, the number of Restricted
Stock Units you hold will be adjusted appropriately and equitably to prevent
dilution or enlargement of your rights.
7. Tax
Withholding.
To
the extent Procter & Xxxxxx is
required to withhold federal, state, local or foreign taxes in connection
with
your Restricted Stock Units or Dividend Equivalents, the Committee may
require
you to make such arrangements as Procter & Xxxxxx may xxxx appropriate for
the payment of such taxes required to be withheld, including without limitation,
relinquishment of some of the shares of Common Stock that would otherwise
be
given to you. However, regardless of any action taken by Procter & Xxxxxx
with respect to any income tax, social insurance, payroll tax, or other
tax, by
accepting a Restricted Stock Unit or Dividend Equivalent, you acknowledge
that
the ultimate liability for any such tax owed by you is and remains your
responsibility, and that Procter & Xxxxxx makes no representations about the
tax treatment of your Restricted Stock Units or Dividend Equivalents, and
does
not commit to structure any aspect of the Restricted Stock Units or Dividend
Equivalents to reduce or eliminate your tax liability.
8. Suspension
Periods and
Termination.
The
Company reserves the right from
time to time to temporarily suspend your right to settle your Restricted
Stock
Units for shares of Common Stock where such suspension is deemed by the
Company
as necessary or appropriate.
9. Procter
&
Xxxxxx
Right to
Terminate Employment and Other Remedies.
(a) Nothing
in these Terms and Conditions, or the fact that you have been awarded Restricted
Stock Units, affects in any way the right or power of Procter & Xxxxxx to
terminate your employment at any time for any reason, with or without cause,
or
precludes Procter & Xxxxxx from taking any action or enforcing any remedy
available to it with respect to any action or conduct on your part. Without
limiting the previous sentence, the Committee may, for example, suspend
or
terminate any outstanding Restricted Stock Units for actions taken by you
if the
Committee determines that you have acted significantly contrary to the
best
interests of Procter & Xxxxxx or its subsidiaries. For purposes of this
paragraph, an action taken “significantly contrary to the best interests of
Procter & Xxxxxx or its subsidiaries” includes without limitation any action
taken or threatened by you that the Committee determines has, or is reasonably
likely to have, a significant adverse impact on the reputation, goodwill,
stability, operation, personnel retention and management, or business of
Procter
& Xxxxxx or any subsidiary. This paragraph is in addition to any remedy
Procter & Xxxxxx or a subsidiary may have at law or in equity, including
without limitation injunctive and other appropriate relief.
(b) By
accepting a Restricted Stock Unit, you acknowledge that: (i) the Plan is
established voluntarily by The Procter & Xxxxxx Company, is discretionary in
nature, and may be amended, suspended or terminated at any time; (ii) the
award
of Restricted Stock Units is voluntary and occasional and does not create
any
contractual or other right to receive future awards of Restricted Stock
Units,
or benefits in lieu of Restricted Stock Units, even if Restricted Stock
Units
have been awarded repeatedly in the past; (iii) all decisions with respect
to
future Restricted Stock Unit awards, if any, will be at the sole discretion
of
the Company; (iv) your participation in the Plan is voluntary; (v) Restricted
Stock Units are an extraordinary item and not part of normal or expected
compensation or salary for any purpose, including without limitation calculating
any termination, severance, resignation, redundancy, or end-of-service
payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company, the
award of
Restricted Stock Units will not be interpreted to form an employment
relationship with the Company; and, furthermore, the award of Restricted
Stock
Units will not be interpreted to form an employment contract with any Procter
& Xxxxxx entity; (vii) the future value of Common Stock is unknown and
cannot be predicted with certainty; and (viii) no claim or entitlement
to
compensation or damages arises from termination or forfeiture of Restricted
Stock Units, or diminution in value of Restricted Stock Units or Common
Stock
received in settlement thereof, and you irrevocably release Procter & Xxxxxx
from any such claim that may arise.
10. Data
Privacy.
By
accepting a Restricted Stock Unit, you explicitly and unambiguously consent
to
the collection, use and transfer, in electronic or other form, of your
personal
data as described in this document by and among, as applicable, any Procter
& Xxxxxx entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand
that
Procter & Xxxxxx holds certain personal information about you, including
without limitation your name, home address and telephone number, date of
birth,
social insurance number or other identification number, salary, nationality,
job
title, any shares of stock or directorships held in a Procter & Xxxxxx
entity, details of all options, Restricted Stock Units, or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing
the
Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan,
that
these recipients may be located in your country or elsewhere, and that
the
recipient’s country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names
and
addresses of any potential recipients of Data by contacting your local
human
resources representative. You authorize the recipients to receive, possess,
use,
retain and transfer the Data, in electronic or other form, for the purposes
of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third
party
with whom you may elect to deposit any shares of Common Stock in connection
with
the settlement of your Restricted Stock Units. You understand that Data
will be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view
Data,
request additional information about the storage and processing of Data,
require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your
local
human resources representative. You understand, however, that refusing
or
withdrawing your consent may affect your ability to participate in the
Plan. For
more information on the consequences of your refusal to consent or withdrawal
of
consent, you understand that you may contact your local human resources
representative.
11. Notices.
(a) Any
notice to Procter & Xxxxxx that is required or appropriate with respect to
Restricted Stock Units held by you must be in writing and addressed
to:
The
Procter & Xxxxxx Company
ATTN:
Corporate Secretary’s Office
P.O.
Box 599
Cincinnati,
OH 45201
or
such
other address as Procter & Xxxxxx may from time to time provide to you in
writing.
(b) Any
notice to you that is required or appropriate with respect to Restricted
Stock
Units held or to be awarded to you will be provided to you in written or
electronic form at any physical or electronic mail address for you that
is on
file with Procter & Xxxxxx.
12. Successors
and
Assigns.
These
Terms and Conditions are binding
on, and inure to the benefit of, (a) The Procter & Xxxxxx Company and its
successors and assigns; and (b) you and, if applicable, the representative
of
your estate.
13. Governing
Law.
The
validity, interpretation,
performance and enforcement of these Terms and Conditions, the Plan and
your
Restricted Stock Units will be governed by the laws of the State of Ohio,
U.S.A.
without giving effect to any other jurisdiction’s conflicts of law principles.
With respect to any dispute concerning these Terms and Conditions, the
Plan and
your Restricted Stock Units, you consent to the exclusive jurisdiction
of the
federal or state courts located in Xxxxxxxx County, Ohio, U.S.A.
14. The
Plan.
All
Restricted Stock Units awarded to
you have been awarded under the Plan. Certain provisions of the Plan may
have
been repeated or emphasized in these Terms and Conditions; however, all
terms of
the Plan apply to you and your Restricted Stock Units whether or not they
have
been called out in these Terms and Conditions.
15. Effect
of These Terms and
Conditions.
These
Terms and Conditions and the
terms of the Plan, which are incorporated herein by reference, describe
the
contractual rights awarded to you in the form of Restricted Stock Units,
and the
obligations imposed on you in connection with those rights. No right exists
with
respect to Restricted Stock Units except as described in these Terms and
Conditions and the Plan.
Appendix
4
Form
RTN
[INSERT
DATE]
[INSERT
NAME]
Subject: Award
of Restricted Stock
Units
This
is
to advise you that The Procter & Xxxxxx Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts
listed
below, pursuant to The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan, and subject to the attached Statement of Terms and Conditions
Form RTN.
| Grant Date: | [INSERT DATE OF XXXXX] | ||
| Forfeiture Date: | [INSERT DATE FORFEITURE ENDS] | ||
| Original Settlement Date: | [INSERT DATE RSUs BECOME SHARES] | ||
| Number of Restricted Stock Units: | [INSERT NUMBER GRANTED] |
Paragraph 3(a) of Statement of Terms and Conditions Form RTN [is/is not] waived.
THE
PROCTER & XXXXXX COMPANY
Xxxxx
X. Xxxxxxx, Secretary
For
the Compensation Committee
|
o
|
I
hereby accept the Award of Restricted Stock Units set forth above
in
accordance with and subject to the terms of The Procter & Xxxxxx 2001
Stock and Incentive Compensation Plan and the attached Statement
of Terms
and Conditions for Restricted Stock Units, with which I am familiar.
I
agree that the Award of Restricted Stock Units, The Procter & Xxxxxx
2001 Stock and Incentive Compensation Plan, and the attached
Statement of
Terms and Conditions for Restricted Stock Units together constitute
an
agreement between the Company and me in accordance with the terms
thereof
and hereof, and I further agree that any legal action related
to this
Award of Restricted Stock Units may be brought in any federal
or state
court located in Xxxxxxxx County, Ohio, USA, and I hereby accept
the
jurisdiction of these courts and consent to service of process
from said
courts solely for legal actions related to this Award of Restricted
Stock
Units.
|
|
o
|
I
hereby reject the Award of Restricted Stock Units set forth
above.
|
___________________ ______________________________________ _____________________
Date Signature
P&G E-mail Address
THE
PROCTER & XXXXXX
COMPANY
STATEMENT
OF TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
THE
PROCTER & XXXXXX 2001 STOCK
AND INCENTIVE COMPENSATION PLAN
The
Restricted Stock Units awarded to
you as set forth in the letter you received from the Company (your “Award
Letter”), and your ownership thereof, are subject to the following terms and
conditions.
1. Definitions.
For
purposes of this Statement of Terms
and Conditions for Restricted Stock Units (“Terms and Conditions”), all
capitalized terms not defined in these Terms and Conditions will have the
meanings described in The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan (the “Plan”), and the following terms will have the following
meanings.
(a) “Data”
has the meaning
described in Section 10;
(b) “Disability”
means termination
of employment under the permanent disability provision of any retirement
plan of
Procter & Xxxxxx;
(c) “Dividend
Equivalents” has the
meaning described in Section 4;
(d) “Forfeiture
Date” is the date
identified as such in your Award Letter;
(e) “Forfeiture
Period” means the
period from the Grant Date until the Forfeiture Date.
(f) “Grant
Date” means the date a
Restricted Stock Unit was awarded to you, as identified in your Award
Letter;
(g) “Original
Settlement Date” is
the date identified as such in your Award Letter, as adjusted, if applicable,
by
Section 2;
(h) “Post-Forfeiture
Period” means
the period from the Forfeiture Date until the Original Settlement
Date;
(i) “Procter
&
Xxxxxx”
means
the Company and/or its Subsidiaries;
(j) “Restricted
Stock Unit” means
an unfunded, unsecured promise by the Company, in accordance with these
Terms
and Conditions and the provisions of the Plan, to issue to you one share
of
Common Stock on the Original Settlement Date.
2. Transfer
and
Restrictions.
(a) Neither
Restricted Stock Units nor your interest in them may be sold, exchanged,
transferred, pledged, hypothecated, given or otherwise disposed of by you
at any
time, except by will or by the laws of descent and distribution. Any attempted
transfer of a Restricted Stock Unit, whether voluntary or involuntary on
your
part, will result in the immediate forfeiture to the Company, and cancellation,
of the Restricted Stock Unit (including all rights to receive Dividend
Equivalents).
(b) During
the Forfeiture Period, your Restricted Stock Units (including all rights
to
receive Dividend Equivalents) will be forfeited and cancelled if you leave
your
employment with Procter & Xxxxxx for any reason, except due to: (i) your
Disability; or (ii) in certain circumstances, your Special Separation.
In the
event of your Disability during the Forfeiture Period, unless otherwise
agreed
to in writing by the Company, your Original Settlement Date will automatically
and immediately become, without any further action by you or the Company,
the
date of your Disability. In the event of your Special Separation during
the
Forfeiture Period, your Restricted Stock Units will be forfeited and cancelled
unless otherwise agreed to in writing by the Company.
(c) During
the Post-Forfeiture Period, if you leave your employment with Procter &
Xxxxxx for any reason other than: (i) Disability; (ii) Special Separation;
or
(iii) retirement in accordance with the provisions of any appropriate retirement
plan of Procter & Xxxxxx, your Original Settlement Date will automatically
and immediately become, without any further action by you or the Company,
the
date of your termination of employment. In the event of your Disability
or
Special Separation during the Post-Forfeiture Period, unless otherwise
agreed to
in writing by the Company, your Original Settlement Date will automatically
and
immediately become, without any further action by you or the Company, the
date
of your Disability or Special Separation, as applicable. In the event of
your
retirement in accordance with the provisions of any appropriate retirement
plan
of Procter & Xxxxxx during the Post-Forfeiture Period, you will retain your
Restricted Stock Units subject to the Plan and these Terms and
Conditions.
(d) Upon
your death or the occurrence of a Change in Control at any time while you
hold
Restricted Stock Units and/or Dividend Equivalents, your Original Settlement
Date will automatically and immediately become, without any further action
by
you or the Company, the date of your death or of the Change in Control,
as
applicable.
(e) From
time to time, the Company and/or the Committee may establish procedures
with
which you must comply in order to accept an award of Restricted Stock Units,
or
to settle your Restricted Stock Units, including requiring you to do so
by means
of electronic signature, or charging you an administrative fee for doing
so.
(f) Once
your Restricted Stock Units have been settled by delivery to you of an
equivalent number of shares of Common Stock, the Restricted Stock Units
will
have no further value, force or effect and you will cease to receive Dividend
Equivalents associated with the Restricted Stock Units.
3. Confidentiality
and
Non-Competition
(a) In
order to better protect the goodwill of Procter & Xxxxxx and to prevent the
disclosure of Procter & Gamble’s trade secrets and confidential information,
and thereby help ensure the long-term success of Procter & Gamble’s
business, in consideration of your being awarded Restricted Stock Units,
you
(without prior written consent of Procter & Xxxxxx), will not engage in any
activity or provide any services, whether as a director, manager, supervisor,
employee, advisor, consultant or otherwise, for a period of three (3) years
following the date your employment with Procter & Xxxxxx is terminated in
connection with the manufacture, development, advertising, promotion, or
sale of
any product which is the same as or similar to or competitive with any
products
of Procter & Xxxxxx (including both existing products as well as products
known to you, as a consequence of your employment with Procter & Xxxxxx, to
be in development):
(i) with
respect to which your work has been directly concerned at any time during
the
two (2) years preceding the termination of your employment with Procter
&
Xxxxxx; or
(ii) with
respect to which, during the two (2) years preceding the termination of
your
employment with Procter & Xxxxxx, you, as a consequence of your job
performance and duties, acquired knowledge of trade secrets or other
confidential information of Procter & Xxxxxx.
For
purposes of this Section 3(a), it will be conclusively presumed that you
have
knowledge of information you were directly exposed to through actual receipt
or
review of memoranda or documents containing such information, or through
attendance at meetings at which such information was discussed or
disclosed.
(b) The
provisions of Section 3(a) are not in lieu of, but are in addition to your
continuing obligation (which you acknowledge by accepting an award of Restricted
Stock Units) to not use or disclose Procter & Gamble’s trade secrets or
confidential information known to you until any particular trade secret
or
confidential information becomes generally known (through no fault of yours).
As
used in this Section 3(b), “generally known” means known throughout the domestic
United States industry or, if you have job responsibilities partially or
entirely outside of the United States, the appropriate domestic United
States
and/or appropriate foreign country or countries’ industry(ies). Information
regarding products in development, in test marketing, or being marketed
or
promoted in a discrete geographic region, which information Procter & Xxxxxx
is considering for broader use, will not be deemed to be “generally known” until
such broader use is actually commercially implemented. As used in this
Section,
"trade secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & Xxxxxx or its
subsidiaries gained in the course of your employment with Procter & Xxxxxx
or its subsidiaries (including personnel ratings or rankings, manager or
peer
evaluations, performance records, special skills or abilities, compensation,
work and development plans, training, nature of specific project and work
assignments, or specialties developed as a result of such assignments)
which
directly or indirectly affords you a confidential basis to solicit, encourage,
or participate in soliciting any manager, or managers, of Procter & Xxxxxx
or any subsidiary to terminate his or her relationship with Procter & Xxxxxx
or that subsidiary.
(c) By
accepting an award of Restricted Stock Units, you agree that, if you were,
without authority, to use or disclose Procter & Gamble’s trade secrets or
confidential information or threaten to do so, Xxxxxxx & Xxxxxx would be
entitled to injunctive and other appropriate relief to prevent you from
doing
so. You further agree that the harm caused to Procter & Xxxxxx by the breach
or anticipated breach of this Section 3(c) is, by its nature, irreparable
because, among other things, it is not readily susceptible of proof as
to the
monetary harm that would ensue. You agree that any interim or final equitable
relief entered by a court of competent jurisdiction will, at the request
of
Xxxxxxx & Xxxxxx, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
Xxxxxx may have to appeal from the proceedings which resulted in any grant
of
such relief.
(d) If
any of the provisions contained in Sections 3(a) through (c) are for any
reason,
whether by application of existing law or law which may develop after your
acceptance of an award of Restricted Stock Units, determined by a court
of
competent jurisdiction to be overly broad as to scope of activity, duration,
or
territory, then by accepting an award of Restricted Stock Units you agree
to
join Procter & Xxxxxx in requesting such court to construe such provision by
limiting or reducing it so as to be enforceable to the extent compatible
with
then-applicable law. If any one or more of the provisions contained in
Section
3(a) through (c) are determined by a court of competent jurisdiction to
be
invalid, void or unenforceable, then the remainder of the provisions will
remain
in full force and effect and will not be affected, impaired or invalidated
in
any way.
4. Dividend
Equivalents.
As
a
holder of Restricted Stock Units, during the period from the Grant Date
until
the Original Settlement Date, each time a cash dividend or other cash
distribution is paid with respect to Common Stock, you will receive additional
Restricted Stock Units (“Dividend Equivalents”). The number of such additional
Restricted Stock Units will be determined as follows: multiply the number
of
Restricted Stock Units currently held by the per share amount of the cash
dividend or other cash distribution on the Common Stock, and then divide
the
result by the price of the Common Stock on the date of the dividend or
distribution. These Dividend Equivalent Restricted Stock Units will be
subject
to the same terms and conditions as the original Restricted Stock Units
that
gave rise to them, including forfeiture and settlement terms, except that
if
there is a fractional number of Dividend Equivalent Restricted Stock Units
on
the date they are to be settled, you will receive one share of Common Stock
for
the fractional Dividend Equivalent Restricted Stock Units.
5. Voting
and Other Shareholder
Rights.
A
Restricted Stock Unit is not a share of Common Stock, and thus you are
not
entitled to any voting, dividend or other rights as a shareholder of the
Company
with respect to the Restricted Stock Units you hold.
6. Adjustments
in Case of Stock
Dividends, Stock Splits, Etc.
In
the event of a future
reorganization, recapitalization, stock split, stock dividend, combination
of
shares, merger, consolidation, rights offering, share exchange,
reclassification, distribution, spin-off, or other change affecting the
corporate structure, capitalization or Common Stock, the number of Restricted
Stock Units you hold will be adjusted appropriately and equitably to prevent
dilution or enlargement of your rights.
7. Tax
Withholding.
To
the extent Procter & Xxxxxx is
required to withhold federal, state, local or foreign taxes in connection
with
your Restricted Stock Units or Dividend Equivalents, the Committee may
require
you to make such arrangements as Procter & Xxxxxx may xxxx appropriate for
the payment of such taxes required to be withheld, including without limitation,
relinquishment of some of the shares of Common Stock that would otherwise
be
given to you. However, regardless of any action taken by Procter & Xxxxxx
with respect to any income tax, social insurance, payroll tax, or other
tax, by
accepting a Restricted Stock Unit or Dividend Equivalent, you acknowledge
that
the ultimate liability for any such tax owed by you is and remains your
responsibility, and that Procter & Xxxxxx makes no representations about the
tax treatment of your Restricted Stock Units or Dividend Equivalents, and
does
not commit to structure any aspect of the Restricted Stock Units or Dividend
Equivalents to reduce or eliminate your tax liability.
8. Suspension
Periods and
Termination.
The
Company reserves the right from
time to time to temporarily suspend your right to settle your Restricted
Stock
Units for shares of Common Stock where such suspension is deemed by the
Company
as necessary or appropriate.
9. Procter
&
Xxxxxx
Right to
Terminate Employment and Other Remedies.
(a) Nothing
in these Terms and Conditions, or the fact that you have been awarded Restricted
Stock Units, affects in any way the right or power of Procter & Xxxxxx to
terminate your employment at any time for any reason, with or without cause,
or
precludes Procter & Xxxxxx from taking any action or enforcing any remedy
available to it with respect to any action or conduct on your part. Without
limiting the previous sentence, the Committee may, for example, suspend
or
terminate any outstanding Restricted Stock Units for actions taken by you
if the
Committee determines that you have acted significantly contrary to the
best
interests of Procter & Xxxxxx or its subsidiaries. For purposes of this
paragraph, an action taken “significantly contrary to the best interests of
Procter & Xxxxxx or its subsidiaries” includes without limitation any action
taken or threatened by you that the Committee determines has, or is reasonably
likely to have, a significant adverse impact on the reputation, goodwill,
stability, operation, personnel retention and management, or business of
Procter
& Xxxxxx or any subsidiary. This paragraph is in addition to any remedy
Procter & Xxxxxx or a subsidiary may have at law or in equity, including
without limitation injunctive and other appropriate relief.
(b) By
accepting a Restricted Stock Unit, you acknowledge that: (i) the Plan is
established voluntarily by The Procter & Xxxxxx Company, is discretionary in
nature, and may be amended, suspended or terminated at any time; (ii) the
award
of Restricted Stock Units is voluntary and occasional and does not create
any
contractual or other right to receive future awards of Restricted Stock
Units,
or benefits in lieu of Restricted Stock Units, even if Restricted Stock
Units
have been awarded repeatedly in the past; (iii) all decisions with respect
to
future Restricted Stock Unit awards, if any, will be at the sole discretion
of
the Company; (iv) your participation in the Plan is voluntary; (v) Restricted
Stock Units are an extraordinary item and not part of normal or expected
compensation or salary for any purpose, including without limitation calculating
any termination, severance, resignation, redundancy, or end-of-service
payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company, the
award of
Restricted Stock Units will not be interpreted to form an employment
relationship with the Company; and, furthermore, the award of Restricted
Stock
Units will not be interpreted to form an employment contract with any Procter
& Xxxxxx entity; (vii) the future value of Common Stock is unknown and
cannot be predicted with certainty; and (viii) no claim or entitlement
to
compensation or damages arises from termination or forfeiture of Restricted
Stock Units, or diminution in value of Restricted Stock Units or Common Stock
received in settlement thereof, and you irrevocably release Procter & Xxxxxx
from any such claim that may arise.
10. Data
Privacy.
By
accepting a Restricted Stock Unit, you explicitly and unambiguously consent
to
the collection, use and transfer, in electronic or other form, of your
personal
data as described in this document by and among, as applicable, any Procter
& Xxxxxx entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand
that
Procter & Xxxxxx holds certain personal information about you, including
without limitation your name, home address and telephone number, date of
birth,
social insurance number or other identification number, salary, nationality,
job
title, any shares of stock or directorships held in a Procter & Xxxxxx
entity, details of all options, Restricted Stock Units, or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing
the
Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan,
that
these recipients may be located in your country or elsewhere, and that
the
recipient’s country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names
and
addresses of any potential recipients of Data by contacting your local
human
resources representative. You authorize the recipients to receive, possess,
use,
retain and transfer the Data, in electronic or other form, for the purposes
of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third
party
with whom you may elect to deposit any shares of Common Stock in connection
with
the settlement of your Restricted Stock Units. You understand that Data
will be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view
Data,
request additional information about the storage and processing of Data,
require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your
local
human resources representative. You understand, however, that refusing
or
withdrawing your consent may affect your ability to participate in the
Plan. For
more information on the consequences of your refusal to consent or withdrawal
of
consent, you understand that you may contact your local human resources
representative.
11. Notices.
(a) Any
notice to Procter & Xxxxxx that is required or appropriate with respect to
Restricted Stock Units held by you must be in writing and addressed
to:
The
Procter & Xxxxxx Company
ATTN:
Corporate Secretary’s Office
P.O.
Box 599
Cincinnati,
OH 45201
or
such
other address as Procter & Xxxxxx may from time to time provide to you in
writing.
(b) Any
notice to you that is required or appropriate with respect to Restricted
Stock
Units held or to be awarded to you will be provided to you in written or
electronic form at any physical or electronic mail address for you that
is on
file with Procter & Xxxxxx.
12. Successors
and
Assigns.
These
Terms and Conditions are binding
on, and inure to the benefit of, (a) the Company and its successors and
assigns;
and (b) you and, if applicable, the representative of your estate.
13. Governing
Law.
The
validity, interpretation,
performance and enforcement of these Terms and Conditions, the Plan and
your
Restricted Stock Units will be governed by the laws of the State of Ohio,
U.S.A.
without giving effect to any other jurisdiction’s conflicts of law principles.
With respect to any dispute concerning these Terms and Conditions, the
Plan and
your Restricted Stock Units, you consent to the exclusive jurisdiction
of the
federal or state courts located in Xxxxxxxx County, Ohio, U.S.A.
14. The
Plan.
All
Restricted Stock Units awarded to
you have been awarded under the Plan. Certain provisions of the Plan may
have
been repeated or emphasized in these Terms and Conditions; however, all
terms of
the Plan apply to you and your Restricted Stock Units whether or not they
have
been called out in these Terms and Conditions.
15. Effect
of These Terms and
Conditions.
These
Terms and Conditions and the
terms of the Plan, which are incorporated herein by reference, describe
the
contractual rights awarded to you in the form of Restricted Stock Units,
and the
obligations imposed on you in connection with those rights. No right exists
with
respect to Restricted Stock Units except as described in these Terms and
Conditions and the Plan.
Appendix
5
Form
RTN2
[INSERT
DATE]
[INSERT
NAME]
Subject: Award
of Restricted Stock
Units
This
is
to advise you that The Procter & Xxxxxx Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts
listed
below, pursuant to The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan, and subject to the attached Statement of Terms and Conditions
Form RTN2.
| Grant Date: | [INSERT DATE OF XXXXX] | ||
| Forfeiture Date: | [INSERT DATE FORFEITURE ENDS] | ||
| Original Settlement Date: | [INSERT DATE RSUs BECOME SHARES] | ||
| Number of Restricted Stock Units: | [INSERT NUMBER GRANTED] |
Paragraph 3(a) of Statement of Terms and Conditions Form RTN2 [is/is not] waived.
THE
PROCTER & XXXXXX COMPANY
Xxxxx
X. Xxxxxxx, Secretary
For
the Compensation Committee
|
o
|
I
hereby accept the Award of Restricted Stock Units set forth above
in
accordance with and subject to the terms of The Procter & Xxxxxx 2001
Stock and Incentive Compensation Plan and the attached Statement
of Terms
and Conditions for Restricted Stock Units, with which I am familiar.
I
agree that the Award of Restricted Stock Units, The Procter & Xxxxxx
2001 Stock and Incentive Compensation Plan, and the attached
Statement of
Terms and Conditions for Restricted Stock Units together constitute
an
agreement between the Company and me in accordance with the terms
thereof
and hereof, and I further agree that any legal action related
to this
Award of Restricted Stock Units may be brought in any federal
or state
court located in Xxxxxxxx County, Ohio, USA, and I hereby accept
the
jurisdiction of these courts and consent to service of process
from said
courts solely for legal actions related to this Award of Restricted
Stock
Units.
|
|
o
|
I
hereby reject the Award of Restricted Stock Units set forth
above.
|
___________________ ______________________________________ _____________________
Date
Signature
P&G
E-mail Address
THE
PROCTER & XXXXXX
COMPANY
STATEMENT
OF TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
THE
PROCTER & XXXXXX 2001 STOCK
AND INCENTIVE COMPENSATION PLAN
The
Restricted Stock Units awarded to
you as set forth in the letter you received from the Company (your “Award
Letter”), and your ownership thereof, are subject to the following terms and
conditions.
1. Definitions.
For
purposes of this Statement of Terms
and Conditions for Restricted Stock Units (“Terms and Conditions”), all
capitalized terms not defined in these Terms and Conditions will have the
meanings described in The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan (the “Plan”), and the following terms will have the following
meanings.
(a) “Data”
has the meaning
described in Section 9;
(b) “Disability”
means termination
of employment under the permanent disability provision of any retirement
plan of
Procter & Xxxxxx;
(c) “Forfeiture
Date” is the date
identified as such in your Award Letter;
(d) “Forfeiture
Period” means the
period from the Grant Date until the Forfeiture Date.
(e) “Grant
Date” means the date a
Restricted Stock Unit was awarded to you, as identified in your Award
Letter;
(f) “Original
Settlement Date” is
the date identified as such in your Award Letter, as adjusted, if applicable,
by
Section 2;
(g) “Post-Forfeiture
Period” means
the period from the Forfeiture Date until the Original Settlement
Date;
(h) “Procter
&
Xxxxxx”
means
the Company and/or its Subsidiaries;
(i) “Restricted
Stock Unit” means
an unfunded, unsecured promise by the Company, in accordance with these
Terms
and Conditions and the provisions of the Plan, to issue to you one share
of
Common Stock on the Original Settlement Date.
2. Transfer
and
Restrictions.
(a) Neither
Restricted Stock Units nor your interest in them may be sold, exchanged,
transferred, pledged, hypothecated, given or otherwise disposed of by you
at any
time, except by will or by the laws of descent and distribution. Any attempted
transfer of a Restricted Stock Unit, whether voluntary or involuntary on
your
part, will result in the immediate forfeiture to the Company, and cancellation,
of the Restricted Stock Unit.
(b) During
the Forfeiture Period, your Restricted Stock Units will be forfeited and
cancelled if you leave your employment with Procter & Xxxxxx for any reason,
except due to: (i) your Disability; or (ii) in certain circumstances, your
Special Separation. In the event of your Disability during the Forfeiture
Period, unless otherwise agreed to in writing by the Company, your Original
Settlement Date will automatically and immediately become, without any
further
action by you or the Company, the date of your Disability. In the event
of your
Special Separation during the Forfeiture Period, your Restricted Stock
Units
will be forfeited and cancelled unless otherwise agreed to in writing by
the
Company.
(c) During
the Post-Forfeiture Period, if you leave your employment with Procter &
Xxxxxx for any reason other than: (i) Disability; (ii) Special Separation;
or
(iii) retirement in accordance with the provisions of any appropriate retirement
plan of Procter & Xxxxxx, your Original Settlement Date will automatically
and immediately become, without any further action by you or the Company,
the
date of your termination of employment. In the event of your Disability
or
Special Separation during the Post-Forfeiture Period, unless otherwise
agreed to
in writing by the Company, your Original Settlement Date will automatically
and
immediately become, without any further action by you or the Company, the
date
of your Disability or Special Separation, as applicable. In the event of
your
retirement in accordance with the provisions of any appropriate retirement
plan
of Procter & Xxxxxx during the Post-Forfeiture Period, you will retain your
Restricted Stock Units subject to the Plan and these Terms and
Conditions.
(d) Upon
your death or the occurrence of a Change in Control at any time while you
hold
Restricted Stock Units, your Original Settlement Date will automatically
and
immediately become, without any further action by you or the Company, the
date
of your death or of the Change in Control, as applicable.
(e) From
time to time, the Company and/or the Committee may establish procedures
with
which you must comply in order to accept an award of Restricted Stock Units,
or
to settle your Restricted Stock Units, including requiring you to do so
by means
of electronic signature, or charging you an administrative fee for doing
so.
(f) Once
your Restricted Stock Units have been settled by delivery to you of an
equivalent number of shares of Common Stock, the Restricted Stock Units
will
have no further value, force or effect.
3. Confidentiality
and
Non-Competition
(a) In
order to better protect the goodwill of Procter & Xxxxxx and to prevent the
disclosure of Procter & Gamble’s trade secrets and confidential information,
and thereby help ensure the long-term success of Procter & Gamble’s
business, in consideration of your being awarded Restricted Stock Units,
you
(without prior written consent of Procter & Xxxxxx), will not engage in any
activity or provide any services, whether as a director, manager, supervisor,
employee, advisor, consultant or otherwise, for a period of three (3) years
following the date your employment with Procter & Xxxxxx is terminated in
connection with the manufacture, development, advertising, promotion, or
sale of
any product which is the same as or similar to or competitive with any
products
of Procter & Xxxxxx (including both existing products as well as products
known to you, as a consequence of your employment with Procter & Xxxxxx, to
be in development):
(i) with
respect to which your work has been directly concerned at any time during
the
two (2) years preceding the termination of your employment with Procter
&
Xxxxxx; or
(ii) with
respect to which, during the two (2) years preceding the termination of
your
employment with Procter & Xxxxxx, you, as a consequence of your job
performance and duties, acquired knowledge of trade secrets or other
confidential information of Procter & Xxxxxx.
For
purposes of this Section 3(a), it will be conclusively presumed that you
have
knowledge of information you were directly exposed to through actual receipt
or
review of memoranda or documents containing such information, or through
attendance at meetings at which such information was discussed or
disclosed.
(b) The
provisions of Section 3(a) are not in lieu of, but are in addition to your
continuing obligation (which you acknowledge by accepting an award of Restricted
Stock Units) to not use or disclose Procter & Gamble’s trade secrets or
confidential information known to you until any particular trade secret
or
confidential information becomes generally known (through no fault of yours).
As
used in this Section 3(b), “generally known” means known throughout the domestic
United States industry or, if you have job responsibilities partially or
entirely outside of the United States, the appropriate domestic United
States
and/or appropriate foreign country or countries’ industry(ies). Information
regarding products in development, in test marketing, or being marketed
or
promoted in a discrete geographic region, which information Procter & Xxxxxx
is considering for broader use, will not be deemed to be “generally known” until
such broader use is actually commercially implemented. As used in this
Section,
"trade secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & Xxxxxx or its
subsidiaries gained in the course of your employment with Procter & Xxxxxx
or its subsidiaries (including personnel ratings or rankings, manager or
peer
evaluations, performance records, special skills or abilities, compensation,
work and development plans, training, nature of specific project and work
assignments, or specialties developed as a result of such assignments)
which
directly or indirectly affords you a confidential basis to solicit, encourage,
or participate in soliciting any manager, or managers, of Procter & Xxxxxx
or any subsidiary to terminate his or her relationship with Procter & Xxxxxx
or that subsidiary.
(c) By
accepting an award of Restricted Stock Units, you agree that, if you were,
without authority, to use or disclose Procter & Gamble’s trade secrets or
confidential information or threaten to do so, Xxxxxxx & Xxxxxx would be
entitled to injunctive and other appropriate relief to prevent you from
doing
so. You further agree that the harm caused to Procter & Xxxxxx by the breach
or anticipated breach of this Section 3(c) is, by its nature, irreparable
because, among other things, it is not readily susceptible of proof as
to the
monetary harm that would ensue. You agree that any interim or final equitable
relief entered by a court of competent jurisdiction will, at the request
of
Xxxxxxx & Xxxxxx, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
Xxxxxx may have to appeal from the proceedings which resulted in any grant
of
such relief.
(d) If
any of the provisions contained in Sections 3(a) through (c) are for any
reason,
whether by application of existing law or law which may develop after your
acceptance of an award of Restricted Stock Units, determined by a court
of
competent jurisdiction to be overly broad as to scope of activity, duration,
or
territory, then by accepting an award of Restricted Stock Units you agree
to
join Procter & Xxxxxx in requesting such court to construe such provision by
limiting or reducing it so as to be enforceable to the extent compatible
with
then-applicable law. If any one or more of the provisions contained in
Section
3(a) through (c) are determined by a court of competent jurisdiction to
be
invalid, void or unenforceable, then the remainder of the provisions will
remain
in full force and effect and will not be affected, impaired or invalidated
in
any way.
4. Voting
and Other Shareholder
Rights.
A
Restricted Stock Unit is not a share of Common Stock, and thus you are
not
entitled to any voting, dividend or other rights as a shareholder of the
Company
with respect to the Restricted Stock Units you hold.
5. Adjustments
in Case of Stock Splits,
Etc.
In
the event of a future
reorganization, recapitalization, stock split, combination of shares, merger,
consolidation, rights offering, share exchange, reclassification, distribution,
spin-off, or other change affecting the corporate structure, capitalization
or
Common Stock, the number of Restricted Stock Units you hold will be adjusted
appropriately and equitably to prevent dilution or enlargement of your
rights.
6. Tax
Withholding.
To
the extent Procter & Xxxxxx is
required to withhold federal, state, local or foreign taxes in connection
with
your Restricted Stock Units, the Committee may require you to make such
arrangements as Procter & Xxxxxx may xxxx appropriate for the payment of
such taxes required to be withheld, including without limitation, relinquishment
of some of the shares of Common Stock that would otherwise be given to
you.
However, regardless of any action taken by Xxxxxxx & Xxxxxx with respect to
any income tax, social insurance, payroll tax, or other tax, by accepting
a
Restricted Stock Unit, you acknowledge that the ultimate liability for
any such
tax owed by you is and remains your responsibility, and that Procter &
Xxxxxx makes no representations about the tax treatment of your Restricted
Stock
Units, and does not commit to structure any aspect of the Restricted Stock
Units
to reduce or eliminate your tax liability.
7. Suspension
Periods and
Termination.
The
Company reserves the right from
time to time to temporarily suspend your right to settle your Restricted
Stock
Units for shares of Common Stock where such suspension is deemed by the
Company
as necessary or appropriate.
8. Procter
&
Xxxxxx
Right to
Terminate Employment and Other Remedies.
(a) Nothing
in these Terms and Conditions, or the fact that you have been awarded Restricted
Stock Units, affects in any way the right or power of Procter & Xxxxxx to
terminate your employment at any time for any reason, with or without cause,
or
precludes Procter & Xxxxxx from taking any action or enforcing any remedy
available to it with respect to any action or conduct on your part. Without
limiting the previous sentence, the Committee may, for example, suspend
or
terminate any outstanding Restricted Stock Units for actions taken by you
if the
Committee determines that you have acted significantly contrary to the
best
interests of Procter & Xxxxxx or its subsidiaries. For purposes of this
paragraph, an action taken “significantly contrary to the best interests of
Procter & Xxxxxx or its subsidiaries” includes without limitation any action
taken or threatened by you that the Committee determines has, or is reasonably
likely to have, a significant adverse impact on the reputation, goodwill,
stability, operation, personnel retention and management, or business of
Procter
& Xxxxxx or any subsidiary. This paragraph is in addition to any remedy
Procter & Xxxxxx or a subsidiary may have at law or in equity, including
without limitation injunctive and other appropriate relief.
(b) By
accepting a Restricted Stock Unit, you acknowledge that: (i) the Plan is
established voluntarily by The Procter & Xxxxxx Company, is discretionary in
nature, and may be amended, suspended or terminated at any time; (ii) the
award
of Restricted Stock Units is voluntary and occasional and does not create
any
contractual or other right to receive future awards of Restricted Stock
Units,
or benefits in lieu of Restricted Stock Units, even if Restricted Stock
Units
have been awarded repeatedly in the past; (iii) all decisions with respect
to
future Restricted Stock Unit awards, if any, will be at the sole discretion
of
the Company; (iv) your participation in the Plan is voluntary; (v) Restricted
Stock Units are an extraordinary item and not part of normal or expected
compensation or salary for any purpose, including without limitation calculating
any termination, severance, resignation, redundancy, or end-of-service
payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company, the
award of
Restricted Stock Units will not be interpreted to form an employment
relationship with the Company; and, furthermore, the award of Restricted
Stock
Units will not be interpreted to form an employment contract with any Procter
& Xxxxxx entity; (vii) the future value of Common Stock is unknown and
cannot be predicted with certainty; and (viii) no claim or entitlement
to
compensation or damages arises from termination or forfeiture of Restricted
Stock Units, or diminution in value of Restricted Stock Units or Common
Stock
received in settlement thereof, and you irrevocably release Procter & Xxxxxx
from any such claim that may arise.
9. Data
Privacy.
By
accepting a Restricted Stock Unit, you explicitly and unambiguously consent
to
the collection, use and transfer, in electronic or other form, of your
personal
data as described in this document by and among, as applicable, any Procter
& Xxxxxx entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand
that
Procter & Xxxxxx holds certain personal information about you, including
without limitation your name, home address and telephone number, date of
birth,
social insurance number or other identification number, salary, nationality,
job
title, any shares of stock or directorships held in a Procter & Xxxxxx
entity, details of all options, Restricted Stock Units, or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing
the
Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan,
that
these recipients may be located in your country or elsewhere, and that
the
recipient’s country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names
and
addresses of any potential recipients of Data by contacting your local
human
resources representative. You authorize the recipients to receive, possess,
use,
retain and transfer the Data, in electronic or other form, for the purposes
of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third
party
with whom you may elect to deposit any shares of Common Stock in connection
with
the settlement of your Restricted Stock Units. You understand that Data
will be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view
Data,
request additional information about the storage and processing of Data,
require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your
local
human resources representative. You understand, however, that refusing
or
withdrawing your consent may affect your ability to participate in the
Plan. For
more information on the consequences of your refusal to consent or withdrawal
of
consent, you understand that you may contact your local human resources
representative.
10. Notices.
(a) Any
notice to Procter & Xxxxxx that is required or appropriate with respect to
Restricted Stock Units held by you must be in writing and addressed
to:
The
Procter & Xxxxxx Company
ATTN:
Corporate Secretary’s Office
P.O.
Box 599
Cincinnati,
OH 45201
or
such
other address as Procter & Xxxxxx may from time to time provide to you in
writing.
(b) Any
notice to you that is required or appropriate with respect to Restricted
Stock
Units held or to be awarded to you will be provided to you in written or
electronic form at any physical or electronic mail address for you that
is on
file with Procter & Xxxxxx.
11. Successors
and
Assigns.
These
Terms and Conditions are binding
on, and inure to the benefit of, (a) the Company and its successors and
assigns;
and (b) you and, if applicable, the representative of your estate.
12. Governing
Law.
The
validity, interpretation,
performance and enforcement of these Terms and Conditions, the Plan and
your
Restricted Stock Units will be governed by the laws of the State of Ohio,
U.S.A.
without giving effect to any other jurisdiction’s conflicts of law principles.
With respect to any dispute concerning these Terms and Conditions, the
Plan and
your Restricted Stock Units, you consent to the exclusive jurisdiction
of the
federal or state courts located in Xxxxxxxx County, Ohio, U.S.A.
13. The
Plan.
All
Restricted Stock Units awarded to
you have been awarded under the Plan. Certain provisions of the Plan may
have
been repeated or emphasized in these Terms and Conditions; however, all
terms of
the Plan apply to you and your Restricted Stock Units whether or not they
have
been called out in these Terms and Conditions.
14. Effect
of These Terms and
Conditions.
These
Terms and Conditions and the
terms of the Plan, which are incorporated herein by reference, describe
the
contractual rights awarded to you in the form of Restricted Stock Units,
and the
obligations imposed on you in connection with those rights. No right exists
with
respect to Restricted Stock Units except as described in these Terms and
Conditions and the Plan.
Appendix
6
Form
OPN
[INSERT
DATE]
[INSERT
NAME]
Subject: Award
of Restricted Stock
Units
This
is
to advise you that The Procter & Xxxxxx Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts
listed
below, pursuant to The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan, and subject to the attached Statement of Terms and
Conditions
Form OPN.
| Grant Date: | [INSERT DATE OF XXXXX] | ||
| Original Settlement Date: | [INSERT DATE RSUs BECOME SHARES] | ||
| Number of Restricted Stock Units: | [INSERT NUMBER GRANTED] |
Paragraph
3(a) of Statement of Terms and Conditions Form OPN
[is/is not] waived.
As
you
will see from the Statement of Terms and Conditions Form OPN, under
certain
circumstances you may agree with The Procter & Xxxxxx Company to delay the
settlement of your Restricted Stock Units beyond the Original Settlement
Date.
You may want to consult your personal tax advisor before making a decision
about
this matter.
THE
PROCTER & XXXXXX COMPANY
Xxxxx
X. Xxxxxxx, Secretary
For
the Compensation Committee
|
o
|
I
hereby accept the Award of Restricted Stock Units set
forth above in accordance with and subject to the terms of
The Procter
& Xxxxxx 2001 Stock and Incentive Compensation Plan and the
attached
Statement of Terms and Conditions for Restricted Stock Units,
with which I
am familiar. I agree that the Award of Restricted Stock Units,
The Procter
& Xxxxxx 2001 Stock and Incentive Compensation Plan, and the
attached
Statement of Terms and Conditions for Restricted Stock Units together
constitute an agreement between
the Company
and me in accordance with the terms thereof and hereof, and
I further
agree that any legal action related to this Award of Restricted
Stock
Units may be brought in any federal or state court located
in Xxxxxxxx
County, Ohio, USA, and I hereby accept the jurisdiction of
these courts
and consent to service of process from said courts solely
for legal
actions related to this Award of Restricted Stock
Units.
|
| o | I hereby reject the Award of Restricted Stock Units set forth above. |
___________________ ______________________________________ _____________________
Date Signature P&G
E-mail
Address
THE
PROCTER & XXXXXX
COMPANY
STATEMENT
OF TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
THE
PROCTER & XXXXXX 2001 STOCK
AND INCENTIVE COMPENSATION PLAN
The
Restricted Stock Units awarded to
you as set forth in the letter you received from the Company (your
“Award
Letter”), and your ownership thereof, are subject to the following terms and
conditions.
1. Definitions.
For
purposes of this Statement of Terms
and Conditions for Restricted Stock Units (“Terms and Conditions”), all
capitalized terms not defined in these Terms and Conditions will have
the
meanings described in The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan (the “Plan”), and the following terms will have the following
meanings.
(a) “Agreed
Settlement Date” has
the meaning described in Section 2(b);
(b) “Data”
has the meaning
described in Section 10;
(c) “Disability”
means termination
of employment under the permanent disability provision of any retirement
plan of
Procter & Xxxxxx;
(d) “Dividend
Equivalents” has the
meaning described in Section 4;
(e) “Grant
Date” means the date a
Restricted Stock Unit was awarded to you, as identified in your Award
Letter;
(f) “Original
Settlement Date” is
the date identified as such in your Award Letter, as adjusted, if applicable,
by
Section 2;
(g) “Procter
&
Xxxxxx”
means
the Company and/or its Subsidiaries;
(h) “Restricted
Stock Unit” means
an unfunded, unsecured promise by the Company, in accordance with these
Terms
and Conditions and the provisions of the Plan, to issue to you one
share of
Common Stock on the later of the Original Settlement Date or the Agreed
Settlement Date.
(i) “Settlement
Period” means the
period from the Grant Date until the later of the Original Settlement
Date or
the Agreed Settlement Date.
2. Transfer
and
Restrictions.
(a) Neither
Restricted Stock Units nor your interest in them may be sold, exchanged,
transferred, pledged, hypothecated, given or otherwise disposed of
by you at any
time, except by will or by the laws of descent and distribution. Any
attempted
transfer of a Restricted Stock Unit, whether voluntary or involuntary
on your
part, will result in the immediate forfeiture to the Company, and cancellation,
of the Restricted Stock Unit (including all rights to Dividend
Equivalents).
(b) At
any time at least one calendar year prior to the Original Settlement
Date, you
and the Company may agree to postpone the date on which you are entitled
to
receive one share of Common Stock for each Restricted Stock Unit you
hold,
according to the deferral terms in place at the time, and provided
the new date
(the “Agreed Settlement Date”) is at least five years from the Original
Settlement Date. During the Settlement Period, if you leave your employment
with
Procter & Xxxxxx for any reason other than: (i) Disability; (ii) Special
Separation; or (iii) retirement in accordance with the provisions of
any
appropriate retirement plan of Procter & Xxxxxx, your Original Settlement
Date or Agreed Settlement Date, as applicable, will automatically and
immediately become, without any further action by you or the Company,
the date
of your termination of employment. In the event of your Disability
or Special
Separation during the Settlement Period, unless otherwise agreed to
in writing
by the Company, your Original Settlement Date or Agreed Settlement
Date, as
applicable, will automatically and immediately become, without any
further
action by you or the Company, the date of your Disability or Special
Separation,
as applicable. In the event of your retirement in accordance with the
provisions
of any appropriate retirement plan of Procter & Xxxxxx during the Settlement
Period, you will retain your Restricted Stock Units subject to the
Plan and
these Terms and Conditions.
(c) Upon
your death or the occurrence of a Change in Control at any time while
you hold
Restricted Stock Units and/or Dividend Equivalents, your Original Settlement
Date or Agreed Settlement Date, as applicable, will automatically and
immediately become, without any further action by you or the Company,
the date
of your death or of the Change in Control, as applicable.
(d) From
time to time, the Company and/or the Committee may establish procedures
with
which you must comply in order to accept an award of Restricted Stock
Units, to
agree to an Agreed Settlement Date, or to settle your Restricted Stock
Units,
including requiring you to do so by means of electronic signature,
or charging
you an administrative fee for doing so.
(e) Once
your Restricted Stock Units have been settled by delivery to you of
an
equivalent number of shares of Common Stock, the Restricted Stock Units
will
have no further value, force or effect and you will cease to receive
Dividend
Equivalents associated with the Restricted Stock Units.
3. Confidentiality
and
Non-Competition
(a) In
order to better protect the goodwill of Procter & Xxxxxx and to prevent the
disclosure of Procter & Gamble’s trade secrets and confidential information,
and thereby help ensure the long-term success of Procter & Gamble’s
business, in consideration of your being awarded Restricted Stock Units,
you
(without prior written consent of Procter & Xxxxxx), will not engage in any
activity or provide any services, whether as a director, manager, supervisor,
employee, advisor, consultant or otherwise, for a period of three (3)
years
following the date your employment with Procter & Xxxxxx is terminated in
connection with the manufacture, development, advertising, promotion,
or sale of
any product which is the same as or similar to or competitive with
any products
of Procter & Xxxxxx (including both existing products as well as products
known to you, as a consequence of your employment with Procter & Xxxxxx, to
be in development):
(i) with
respect to which your work has been directly concerned at any time
during the
two (2) years preceding the termination of your employment with Procter
&
Xxxxxx; or
(ii) with
respect to which, during the two (2) years preceding the termination
of your
employment with Procter & Xxxxxx, you, as a consequence of your job
performance and duties, acquired knowledge of trade secrets or other
confidential information of Procter & Xxxxxx.
For
purposes of this Section 3(a), it will be conclusively presumed that
you have
knowledge of information you were directly exposed to through actual
receipt or
review of memoranda or documents containing such information, or through
attendance at meetings at which such information was discussed or
disclosed.
(b) The
provisions of Section 3(a) are not in lieu of, but are in addition
to your
continuing obligation (which you acknowledge by accepting an award
of Restricted
Stock Units) to not use or disclose Procter & Gamble’s trade secrets or
confidential information known to you until any particular trade secret
or
confidential information becomes generally known (through no fault
of yours). As
used in this Section 3(b), “generally known” means known throughout the domestic
United States industry or, if you have job responsibilities partially
or
entirely outside of the United States, the appropriate domestic United
States
and/or appropriate foreign country or countries’ industry(ies). Information
regarding products in development, in test marketing, or being marketed
or
promoted in a discrete geographic region, which information Procter
& Xxxxxx
is considering for broader use, will not be deemed to be “generally known” until
such broader use is actually commercially implemented. As used in this
Section,
"trade secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & Xxxxxx or its
subsidiaries gained in the course of your employment with Procter & Xxxxxx
or its subsidiaries (including personnel ratings or rankings, manager
or peer
evaluations, performance records, special skills or abilities, compensation,
work and development plans, training, nature of specific project and
work
assignments, or specialties developed as a result of such assignments)
which
directly or indirectly affords you a confidential basis to solicit,
encourage,
or participate in soliciting any manager, or managers, of Procter & Xxxxxx
or any subsidiary to terminate his or her relationship with Procter
& Xxxxxx
or that subsidiary.
(c) By
accepting an award of Restricted Stock Units, you agree that, if you
were,
without authority, to use or disclose Procter & Gamble’s trade secrets or
confidential information or threaten to do so, Xxxxxxx & Xxxxxx would be
entitled to injunctive and other appropriate relief to prevent you
from doing
so. You further agree that the harm caused to Procter & Xxxxxx by the breach
or anticipated breach of this Section 3(c) is, by its nature, irreparable
because, among other things, it is not readily susceptible of proof
as to the
monetary harm that would ensue. You agree that any interim or final equitable
relief entered by a court of competent jurisdiction will, at the request
of
Xxxxxxx & Xxxxxx, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter
&
Xxxxxx may have to appeal from the proceedings which resulted in any
grant of
such relief.
(d) If
any of the provisions contained in Sections 3(a) through (c) are for
any reason,
whether by application of existing law or law which may develop after
your
acceptance of an award of Restricted Stock Units, determined by a court
of
competent jurisdiction to be overly broad as to scope of activity,
duration, or
territory, then by accepting an award of Restricted Stock Units you
agree to
join Procter & Xxxxxx in requesting such court to construe such provision by
limiting or reducing it so as to be enforceable to the extent compatible
with
then-applicable law. If any one or more of the provisions contained
in Section
3(a) through (c) are determined by a court of competent jurisdiction
to be
invalid, void or unenforceable, then the remainder of the provisions
will remain
in full force and effect and will not be affected, impaired or invalidated
in
any way.
4. Dividend
Equivalents.
As
a
holder of Restricted Stock Units, during the Settlement period, each
time a cash
dividend or other cash distribution is paid with respect to Common
Stock, you
will receive additional Restricted Stock Units (“Dividend Equivalents”). The
number of such additional Restricted Stock Units will be determined
as follows:
multiply the number of Restricted Stock Units currently held by the
per share
amount of the cash dividend or other cash distribution on the Common
Stock, and
then divide the result by the price of the Common Stock on the date
of the
dividend or distribution. These Dividend Equivalent Restricted Stock
Units will
be subject to the same terms and conditions as the original Restricted
Stock
Units that gave rise to them, including forfeiture and settlement terms,
except
that if there is a fractional number of Dividend Equivalent Restricted
Stock
Units on the date they are to be settled, you will receive one share
of Common
Stock for the fractional Dividend Equivalent Restricted Stock
Units.
5. Voting
and Other Shareholder
Rights.
A
Restricted Stock Unit is not a share of Common Stock, and thus you
are not
entitled to any voting, dividend or other rights as a shareholder of
the Company
with respect to the Restricted Stock Units you hold.
6. Adjustments
in Case of Stock
Dividends, Stock Splits, Etc.
In
the event of a future
reorganization, recapitalization, stock split, stock dividend, combination
of
shares, merger, consolidation, rights offering, share exchange,
reclassification, distribution, spin-off, or other change affecting
the
corporate structure, capitalization or Common Stock, the number of
Restricted
Stock Units you hold will be adjusted appropriately and equitably to
prevent
dilution or enlargement of your rights.
7. Tax
Withholding.
To
the extent Procter & Xxxxxx is
required to withhold federal, state, local or foreign taxes in connection
with
your Restricted Stock Units or Dividend Equivalents, the Committee
may require
you to make such arrangements as Procter & Xxxxxx may xxxx appropriate for
the payment of such taxes required to be withheld, including without
limitation,
relinquishment of some of the shares of Common Stock that would otherwise
be
given to you. However, regardless of any action taken by Procter & Xxxxxx
with respect to any income tax, social insurance, payroll tax, or other
tax, by
accepting a Restricted Stock Unit or Dividend Equivalent, you acknowledge
that
the ultimate liability for any such tax owed by you is and remains
your
responsibility, and that Procter & Xxxxxx makes no representations about the
tax treatment of your Restricted Stock Units or Dividend Equivalents,
and does
not commit to structure any aspect of the Restricted Stock Units or
Dividend
Equivalents to reduce or eliminate your tax liability.
8. Suspension
Periods and
Termination.
The
Company reserves the right from
time to time to temporarily suspend your right to settle your Restricted
Stock
Units for shares of Common Stock where such suspension is deemed by
the Company
as necessary or appropriate.
9. Procter
&
Xxxxxx
Right to
Terminate Employment and Other Remedies.
(a) Nothing
in these Terms and Conditions, or the fact that you have been awarded
Restricted
Stock Units, affects in any way the right or power of Procter & Xxxxxx to
terminate your employment at any time for any reason, with or without
cause, or
precludes Procter & Xxxxxx from taking any action or enforcing any remedy
available to it with respect to any action or conduct on your part.
Without
limiting the previous sentence, the Committee may, for example, suspend
or
terminate any outstanding Restricted Stock Units for actions taken
by you if the
Committee determines that you have acted significantly contrary to
the best
interests of Procter & Xxxxxx or its subsidiaries. For purposes of this
paragraph, an action taken “significantly contrary to the best interests of
Procter & Xxxxxx or its subsidiaries” includes without limitation any action
taken or threatened by you that the Committee determines has, or is
reasonably
likely to have, a significant adverse impact on the reputation, goodwill,
stability, operation, personnel retention and management, or business
of Procter
& Xxxxxx or any subsidiary. This paragraph is in addition to any remedy
Procter & Xxxxxx or a subsidiary may have at law or in equity, including
without limitation injunctive and other appropriate relief.
(b) By
accepting a Restricted Stock Unit, you acknowledge that: (i) the Plan
is
established voluntarily by the Company, is discretionary in nature,
and may be
amended, suspended or terminated at any time; (ii) the award of Restricted
Stock
Units is voluntary and occasional and does not create any contractual
or other
right to receive future awards of Restricted Stock Units, or benefits
in lieu of
Restricted Stock Units, even if Restricted Stock Units have been awarded
repeatedly in the past; (iii) all decisions with respect to future
Restricted
Stock Unit awards, if any, will be at the sole discretion of the Company;
(iv)
your participation in the Plan is voluntary; (v) Restricted Stock Units
are an
extraordinary item and not part of normal or expected compensation
or salary for
any purpose, including without limitation calculating any termination,
severance, resignation, redundancy, or end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments;
(vi) in
the event that your employer is not the Company, the award of Restricted
Stock
Units will not be interpreted to form an employment relationship with
the
Company; and, furthermore, the award of Restricted Stock Units will
not be
interpreted to form an employment contract with any Procter & Xxxxxx entity;
(vii) the future value of Common Stock is unknown and cannot be predicted
with
certainty; and (viii) no claim or entitlement to compensation or damages
arises
from termination or forfeiture of Restricted Stock Units, or diminution
in value
of Restricted Stock Units or Common Stock received in settlement thereof,
and
you irrevocably release Procter & Xxxxxx from any such claim that may
arise.
10. Data
Privacy.
By
accepting a Restricted Stock Unit, you explicitly and unambiguously
consent to
the collection, use and transfer, in electronic or other form, of your
personal
data as described in this document by and among, as applicable, any
Procter
& Xxxxxx entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand
that
Procter & Xxxxxx holds certain personal information about you, including
without limitation your name, home address and telephone number, date
of birth,
social insurance number or other identification number, salary, nationality,
job
title, any shares of stock or directorships held in a Procter & Xxxxxx
entity, details of all options, Restricted Stock Units, or any other
entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding
in your favor, for the purpose of implementing, administering and managing
the
Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the
Plan, that
these recipients may be located in your country or elsewhere, and that
the
recipient’s country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names
and
addresses of any potential recipients of Data by contacting your local
human
resources representative. You authorize the recipients to receive,
possess, use,
retain and transfer the Data, in electronic or other form, for the
purposes of
implementing, administering and managing your participation in the
Plan,
including any requisite transfer of such Data to any broker or other
third party
with whom you may elect to deposit any shares of Common Stock in connection
with
the settlement of your Restricted Stock Units. You understand that
Data will be
held only as long as is necessary to implement, administer and manage
your
participation in the plan. You understand that you may, at any time,
view Data,
request additional information about the storage and processing of
Data, require
any necessary amendments to Data, or refuse or withdraw the consents
contained
in this paragraph, in any case without cost, by contacting in writing
your local
human resources representative. You understand, however, that refusing
or
withdrawing your consent may affect your ability to participate in
the Plan. For
more information on the consequences of your refusal to consent or
withdrawal of
consent, you understand that you may contact your local human resources
representative.
11. Notices.
(a) Any
notice to Procter & Xxxxxx that is required or appropriate with respect to
Restricted Stock Units held by you must be in writing and addressed
to:
The
Procter & Xxxxxx Company
ATTN:
Corporate Secretary’s Office
P.O.
Box 599
Cincinnati,
OH 45201
or
such
other address as Procter & Xxxxxx may from time to time provide to you in
writing.
(b) Any
notice to you that is required or appropriate with respect to Restricted
Stock
Units held or to be awarded to you will be provided to you in written
or
electronic form at any physical or electronic mail address for you
that is on
file with Procter & Xxxxxx.
12. Successors
and
Assigns.
These
Terms and Conditions are binding
on, and inure to the benefit of, (a) the Company and its successors
and assigns;
and (b) you and, if applicable, the representative of your estate.
13. Governing
Law.
The
validity, interpretation,
performance and enforcements of these Terms and Conditions, the Plan
and your
Restricted Stock Units will be governed by the laws of the State of
Ohio, U.S.A.
without giving effect to any other jurisdiction’s conflicts of law principles.
With respect to any dispute concerning these Terms and Conditions,
the Plan and
your Restricted Stock Units, you consent to the exclusive jurisdiction
of the
federal or state courts located in Xxxxxxxx County, Ohio, U.S.A.
14. The
Plan.
All
Restricted Stock Units awarded to
you have been awarded under the Plan. Certain provisions of the Plan
may have
been repeated or emphasized in these Terms and Conditions; however,
all terms of
the Plan apply to you and your Restricted Stock Units whether or not
they have
been called out in these Terms and Conditions.
15. Effect
of These Terms and
Conditions.
These
Terms and Conditions and the
terms of the Plan, which are incorporated herein by reference, describe
the
contractual rights awarded to you in the form of Restricted Stock Units,
and the
obligations imposed on you in connection with those rights. No right
exists with
respect to Restricted Stock Units except as described in these Terms
and
Conditions and the Plan.
Appendix
7
Form
KM
[INSERT
DATE]
[INSERT
NAME]
Subject: Award
of Restricted Stock
Units
This
is
to advise you that The Procter & Xxxxxx Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts
listed
below, pursuant to The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan, and subject to the attached Statement of Terms and
Conditions
Form KM.
| Grant Date: | [INSERT DATE OF XXXXX] | ||
| Forfeiture Date: | [INSERT DATE FORFEITURE ENDS] | ||
| Original Settlement Date: | [INSERT DATE RSUs BECOME SHARES] | ||
| Number of Restricted Stock Units: | [INSERT NUMBER GRANTED] |
THE
PROCTER & XXXXXX COMPANY
Xxxxx
X. Xxxxxxx, Secretary
For
the Compensation Committee
|
o
|
I
hereby accept the Award of Restricted Stock Units set forth above
in
accordance with and subject to the terms of The Procter & Xxxxxx 2001
Stock and Incentive Compensation Plan and the attached Statement
of Terms
and Conditions for Restricted Stock Units, with which I am familiar.
I
agree that the Award of Restricted Stock Units, The Procter & Xxxxxx
2001 Stock and Incentive Compensation Plan, and the attached
Statement of
Terms and Conditions for Restricted Stock Units together constitute
an
agreement between the Company and me in accordance with the terms
thereof
and hereof, and I further agree that any legal action related
to this
Award of Restricted Stock Units may be brought in any federal
or state
court located in Xxxxxxxx County, Ohio, USA, and I hereby accept
the
jurisdiction of these courts and consent to service of process
from said
courts solely for legal actions related to this Award of Restricted
Stock
Units.
|
|
o
|
I
hereby reject the Award of Restricted Stock Units set forth
above.
|
___________________ ______________________________________ _____________________
Date Signature P&G
E-mail Address
THE
PROCTER & XXXXXX
COMPANY
STATEMENT
OF TERMS AND CONDITIONS FOR
KEY MANAGER RESTRICTED STOCK UNITS
THE
PROCTER & XXXXXX 2001 STOCK
AND INCENTIVE COMPENSATION PLAN
The
Restricted Stock Units awarded to
you as set forth in the letter you received from the Company (your “Award
Letter”), and your ownership thereof, are subject to the following terms and
conditions.
1. Definitions.
For
purposes of this Statement of Terms
and Conditions for Restricted Stock Units (“Terms and Conditions”), all
capitalized terms not defined in these Terms and Conditions will have the
meanings described in The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan (the “Plan”), and the following terms will have the following
meanings.
(a) “Data”
has the meaning
described in Section 9;
(b) “Forfeiture
Date” is the date
identified as such in your Award Letter;
(c) “Forfeiture
Period” means the
period from the Grant Date until the Forfeiture Date.
(d) “Grant
Date” means the date a
Restricted Stock Unit was awarded to you, as identified in your Award
Letter;
(e) “Original
Settlement Date” is
the date identified as such in your Award Letter, as adjusted, if applicable,
by
Section 2;
(f) “Procter
&
Xxxxxx”
means
the Company and/or its Subsidiaries;
(g) “Restricted
Stock Unit” means
an unfunded, unsecured promise by the Company, in accordance with these
Terms
and Conditions and the provisions of the Plan, to issue to you one share
of
Common Stock on the Original Settlement Date.
2. Transfer
and
Restrictions.
(a) Neither
Restricted Stock Units nor your interest in them may be sold, exchanged,
transferred, pledged, hypothecated, given or otherwise disposed of by you
at any
time, except by will or by the laws of descent and distribution. Any attempted
transfer of a Restricted Stock Unit, whether voluntary or involuntary on
your
part, will result in the immediate forfeiture to the Company, and cancellation,
of the Restricted Stock Unit.
(b) During
the Forfeiture Period, your Restricted Stock Units will be forfeited and
cancelled if you leave your employment with Procter & Xxxxxx for any reason,
except due to: (i) Retirement in accordance with the provisions of any
appropriate Retirement plan of Procter & Xxxxxx that occurs more than six
months from the Grant Date; or (ii) Special Separation that occurs more
than six
months from the Grant Date. In the event of your Retirement or Special
Separation that occurs more than six months from the Grant Date, you will
retain
your Restricted Stock Units subject to the Plan and these terms and
conditions.
(c) Upon
your death or the occurrence of a Change in Control at any time while you
hold
Restricted Stock Units, your Original Settlement Date will automatically
and
immediately become, without any further action by you or the Company, the
date
of your death or of the Change in Control, as applicable.
(d) From
time to time, the Company and/or the Committee may establish procedures
with
which you must comply in order to accept an award of Restricted Stock Units,
or
to settle your Restricted Stock Units, including requiring you to do so
by means
of electronic signature, or charging you an administrative fee for doing
so.
(e) Once
your Restricted Stock Units have been settled by delivery to you of an
equivalent number of shares of Common Stock, the Restricted Stock Units
will
have no further value, force or effect.
3. Confidentiality
and
Non-Competition
(a) In
order to better protect the goodwill of Procter & Xxxxxx and to prevent the
disclosure of Procter & Gamble’s trade secrets and confidential information,
and thereby help ensure the long-term success of Procter & Gamble’s
business, in consideration of your being awarded Restricted Stock Units,
you
(without prior written consent of Procter & Xxxxxx), will not engage in any
activity or provide any services, whether as a director, manager, supervisor,
employee, advisor, consultant or otherwise, for a period of three (3) years
following the date your employment with Procter & Xxxxxx is terminated in
connection with the manufacture, development, advertising, promotion, or
sale of
any product which is the same as or similar to or competitive with any
products
of Procter & Xxxxxx (including both existing products as well as products
known to you, as a consequence of your employment with Procter & Xxxxxx, to
be in development):
(i) with
respect to which your work has been directly concerned at any time during
the
two (2) years preceding the termination of your employment with Procter
&
Xxxxxx; or
(ii) with
respect to which, during the two (2) years preceding the termination of
your
employment with Procter & Xxxxxx, you, as a consequence of your job
performance and duties, acquired knowledge of trade secrets or other
confidential information of Procter & Xxxxxx.
For
purposes of this Section 3(a), it will be conclusively presumed that you
have
knowledge of information you were directly exposed to through actual receipt
or
review of memoranda or documents containing such information, or through
attendance at meetings at which such information was discussed or
disclosed.
(b) The
provisions of Section 3(a) are not in lieu of, but are in addition to your
continuing obligation (which you acknowledge by accepting an award of Restricted
Stock Units) to not use or disclose Procter & Gamble’s trade secrets or
confidential information known to you until any particular trade secret
or
confidential information becomes generally known (through no fault of yours).
As
used in this Section 3(b), “generally known” means known throughout the domestic
United States industry or, if you have job responsibilities partially or
entirely outside of the United States, the appropriate domestic United
States
and/or appropriate foreign country or countries’ industry(ies). Information
regarding products in development, in test marketing, or being marketed
or
promoted in a discrete geographic region, which information Procter & Xxxxxx
is considering for broader use, will not be deemed to be “generally known” until
such broader use is actually commercially implemented. As used in this
Section,
"trade secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & Xxxxxx or its
subsidiaries gained in the course of your employment with Procter & Xxxxxx
or its subsidiaries (including personnel ratings or rankings, manager or
peer
evaluations, performance records, special skills or abilities, compensation,
work and development plans, training, nature of specific project and work
assignments, or specialties developed as a result of such assignments)
which
directly or indirectly affords you a confidential basis to solicit, encourage,
or participate in soliciting any manager, or managers, of Procter & Xxxxxx
or any subsidiary to terminate his or her relationship with Procter & Xxxxxx
or that subsidiary.
(c) By
accepting an award of Restricted Stock Units, you agree that, if you were,
without authority, to use or disclose Procter & Gamble’s trade secrets or
confidential information or threaten to do so, Xxxxxxx & Xxxxxx would be
entitled to injunctive and other appropriate relief to prevent you from
doing
so. You further agree that the harm caused to Procter & Xxxxxx by the breach
or anticipated breach of this Section 3(c) is, by its nature, irreparable
because, among other things, it is not readily susceptible of proof as
to the
monetary harm that would ensue. You agree that any interim or final equitable
relief entered by a court of competent jurisdiction will, at the request
of
Xxxxxxx & Xxxxxx, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
Xxxxxx may have to appeal from the proceedings which resulted in any grant
of
such relief.
(d) If
any of the provisions contained in Sections 3(a) through (c) are for any
reason,
whether by application of existing law or law which may develop after your
acceptance of an award of Restricted Stock Units, determined by a court
of
competent jurisdiction to be overly broad as to scope of activity, duration,
or
territory, then by accepting an award of Restricted Stock Units you agree
to
join Procter & Xxxxxx in requesting such court to construe such provision by
limiting or reducing it so as to be enforceable to the extent compatible
with
then-applicable law. If any one or more of the provisions contained in
Section
3(a) through (c) are determined by a court of competent jurisdiction to
be
invalid, void or unenforceable, then the remainder of the provisions will
remain
in full force and effect and will not be affected, impaired or invalidated
in
any way.
4. Voting
and Other Shareholder
Rights.
A
Restricted Stock Unit is not a share of Common Stock, and thus you are
not
entitled to any voting, dividend or other rights as a shareholder of the
Company
with respect to the Restricted Stock Units you hold.
5. Adjustments
in Case of Stock Splits,
Etc.
In
the event of a future
reorganization, recapitalization, stock split, combination of shares, merger,
consolidation, rights offering, share exchange, reclassification, distribution,
spin-off, or other change affecting the corporate structure, capitalization
or
Common Stock, the number of Restricted Stock Units you hold will be adjusted
appropriately and equitably to prevent dilution or enlargement of your
rights.
6. Tax
Withholding.
To
the extent Procter & Xxxxxx is
required to withhold federal, state, local or foreign taxes in connection
with
your Restricted Stock Units, the Committee may require you to make such
arrangements as Procter & Xxxxxx may xxxx appropriate for the payment of
such taxes required to be withheld, including without limitation, relinquishment
of some of the shares of Common Stock that would otherwise be given to
you.
However, regardless of any action taken by Xxxxxxx & Xxxxxx with respect to
any income tax, social insurance, payroll tax, or other tax, by accepting
a
Restricted Stock Unit, you acknowledge that the ultimate liability for
any such
tax owed by you is and remains your responsibility, and that Procter &
Xxxxxx makes no representations about the tax treatment of your Restricted
Stock
Units, and does not commit to structure any aspect of the Restricted Stock
Units
to reduce or eliminate your tax liability.
7. Suspension
Periods and
Termination.
The
Company reserves the right from
time to time to temporarily suspend your right to settle your Restricted
Stock
Units for shares of Common Stock where such suspension is deemed by the
Company
as necessary or appropriate.
8. Procter
&
Xxxxxx
Right to
Terminate Employment and Other Remedies.
(a) Nothing
in these Terms and Conditions, or the fact that you have been awarded Restricted
Stock Units, affects in any way the right or power of Procter & Xxxxxx to
terminate your employment at any time for any reason, with or without cause,
or
precludes Procter & Xxxxxx from taking any action or enforcing any remedy
available to it with respect to any action or conduct on your part. Without
limiting the previous sentence, the Committee may, for example, suspend
or
terminate any outstanding Restricted Stock Units for actions taken by you
if the
Committee determines that you have acted significantly contrary to the
best
interests of Procter & Xxxxxx or its subsidiaries. For purposes of this
paragraph, an action taken “significantly contrary to the best interests of
Procter & Xxxxxx or its subsidiaries” includes without limitation any action
taken or threatened by you that the Committee determines has, or is reasonably
likely to have, a significant adverse impact on the reputation, goodwill,
stability, operation, personnel retention and management, or business of
Procter
& Xxxxxx or any subsidiary. This paragraph is in addition to any remedy
Procter & Xxxxxx or a subsidiary may have at law or in equity, including
without limitation injunctive and other appropriate relief.
(b) By
accepting a Restricted Stock Unit, you acknowledge that: (i) the Plan is
established voluntarily by The Procter & Xxxxxx Company, is discretionary in
nature, and may be amended, suspended or terminated at any time; (ii) the
award
of Restricted Stock Units is voluntary and occasional and does not create
any
contractual or other right to receive future awards of Restricted Stock
Units,
or benefits in lieu of Restricted Stock Units, even if Restricted Stock
Units
have been awarded repeatedly in the past; (iii) all decisions with respect
to
future Restricted Stock Unit awards, if any, will be at the sole discretion
of
the Company; (iv) your participation in the Plan is voluntary; (v) Restricted
Stock Units are an extraordinary item and not part of normal or expected
compensation or salary for any purpose, including without limitation calculating
any termination, severance, resignation, redundancy, or end-of-service
payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company, the
award of
Restricted Stock Units will not be interpreted to form an employment
relationship with the Company; and, furthermore, the award of Restricted
Stock
Units will not be interpreted to form an employment contract with any Procter
& Xxxxxx entity; (vii) the future value of Common Stock is unknown and
cannot be predicted with certainty; and (viii) no claim or entitlement
to
compensation or damages arises from termination or forfeiture of Restricted
Stock Units, or diminution in value of Restricted Stock Units or Common
Stock
received in settlement thereof, and you irrevocably release Procter & Xxxxxx
from any such claim that may arise.
9. Data
Privacy.
By
accepting a Restricted Stock Unit, you explicitly and unambiguously consent
to
the collection, use and transfer, in electronic or other form, of your
personal
data as described in this document by and among, as applicable, any Procter
& Xxxxxx entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand
that
Procter & Xxxxxx holds certain personal information about you, including
without limitation your name, home address and telephone number, date of
birth,
social insurance number or other identification number, salary, nationality,
job
title, any shares of stock or directorships held in a Procter & Xxxxxx
entity, details of all options, Restricted Stock Units, or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing
the
Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan,
that
these recipients may be located in your country or elsewhere, and that
the
recipient’s country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names
and
addresses of any potential recipients of Data by contacting your local
human
resources representative. You authorize the recipients to receive, possess,
use,
retain and transfer the Data, in electronic or other form, for the purposes
of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third
party
with whom you may elect to deposit any shares of Common Stock in connection
with
the settlement of your Restricted Stock Units. You understand that Data
will be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view
Data,
request additional information about the storage and processing of Data,
require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your
local
human resources representative. You understand, however, that refusing
or
withdrawing your consent may affect your ability to participate in the
Plan. For
more information on the consequences of your refusal to consent or withdrawal
of
consent, you understand that you may contact your local human resources
representative.
10. Notices.
(a) Any
notice to Procter & Xxxxxx that is required or appropriate with respect to
Restricted Stock Units held by you must be in writing and addressed
to:
The
Procter & Xxxxxx Company
ATTN:
Corporate Secretary’s Office
P.O.
Box 599
Cincinnati,
OH 45201
or
such
other address as Procter & Xxxxxx may from time to time provide to you in
writing.
(b) Any
notice to you that is required or appropriate with respect to Restricted
Stock
Units held or to be awarded to you will be provided to you in written or
electronic form at any physical or electronic mail address for you that
is on
file with Procter & Xxxxxx.
11. Successors
and
Assigns.
These
Terms and Conditions are binding
on, and inure to the benefit of, (a) the Company and its successors and
assigns;
and (b) you and, if applicable, the representative of your estate.
12. Governing
Law.
The
validity, interpretation,
performance and enforcement of these Terms and Conditions, the Plan and
your
Restricted Stock Units will be governed by the laws of the State of Ohio,
U.S.A.
without giving effect to any other jurisdiction’s conflicts of law principles.
With respect to any dispute concerning these Terms and Conditions, the
Plan and
your Restricted Stock Units, you consent to the exclusive jurisdiction
of the
federal or state courts located in Xxxxxxxx County, Ohio, U.S.A.
13. The
Plan.
All
Restricted Stock Units awarded to
you have been awarded under the Plan. Certain provisions of the Plan may
have
been repeated or emphasized in these Terms and Conditions; however, all
terms of
the Plan apply to you and your Restricted Stock Units whether or not they
have
been called out in these Terms and Conditions.
14. Effect
of These Terms and
Conditions.
These
Terms and Conditions and the
terms of the Plan, which are incorporated herein by reference, describe
the
contractual rights awarded to you in the form of Restricted Stock Units,
and the
obligations imposed on you in connection with those rights. No right exists
with
respect to Restricted Stock Units except as described in these Terms and
Conditions and the Plan.
Appendix
8
Form
KMG
[INSERT
DATE]
[INSERT
NAME]
Subject: Award
of Restricted Stock
Units
This
is
to advise you that The Procter & Xxxxxx Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts
listed
below, pursuant to Xxx Xxxxxxxx Xxxxxxx 2004 Long-Term Incentive Plan,
and
subject to the attached Statement of Terms and Conditions Form KMG.
| Grant Date: | [INSERT DATE OF XXXXX] | ||
| Forfeiture Date: | [INSERT DATE FORFEITURE ENDS] | ||
| Original Settlement Date: | [INSERT DATE RSUs BECOME SHARES] | ||
| Number of Restricted Stock Units: | [INSERT NUMBER GRANTED] |
THE
PROCTER & XXXXXX COMPANY
Xxxxx
X. Xxxxxxx, Secretary
For
the Compensation Committee
|
o
|
I
hereby accept the Award of Restricted Stock Units set forth above
in
accordance with and subject to the terms of Xxx Xxxxxxxx Xxxxxxx
2004
Long-Term Incentive Plan and the attached Statement of Terms
and
Conditions for Restricted Stock Units, with which I am familiar.
I agree
that the Award of Restricted Stock Units, Xxx Xxxxxxxx Xxxxxxx
2004
Long-Term Incentive Plan, and the attached Statement of Terms
and
Conditions for Restricted Stock Units together constitute an
agreement
between the Company and me in accordance with the terms thereof
and
hereof, and I further agree that any legal action related to
this Award of
Restricted Stock Units may be brought in any federal or state
court
located in Xxxxxxxx County, Ohio, USA, and I hereby accept the
jurisdiction of these courts and consent to service of process
from said
courts solely for legal actions related to this Award of Restricted
Stock
Units.
|
|
o
|
I
hereby reject the Award of Restricted Stock Units set forth
above.
|
___________________ ______________________________________ _____________________
Date Signature
P&G
E-mail Address
THE
PROCTER & XXXXXX
COMPANY
STATEMENT
OF TERMS AND CONDITIONS FOR
KEY MANAGER RESTRICTED STOCK UNITS
XXX
XXXXXXXX XXXXXXX 2004 LONG-TERM
INCENTIVE PLAN
The
Restricted Stock Units awarded to
you as set forth in the letter you received from the Company (your “Award
Letter”), and your ownership thereof, are subject to the following terms and
conditions.
1. Definitions.
For
purposes of this Statement of Terms
and Conditions for Restricted Stock Units (“Terms and Conditions”), all
capitalized terms not defined in these Terms and Conditions will have the
meanings described in Xxx Xxxxxxxx Xxxxxxx 2004 Long-Term Incentive Plan
(the
“Plan”), and the following terms will have the following meanings.
(a) “Data”
has the meaning
described in Section 9;
(b) “Forfeiture
Date” is the date
identified as such in your Award Letter;
(c) “Forfeiture
Period” means the
period from the Grant Date until the Forfeiture Date.
(d) “Grant
Date” means the date a
Restricted Stock Unit was awarded to you, as identified in your Award
Letter;
(e) “Original
Settlement Date” is
the date identified as such in your Award Letter, as adjusted, if applicable,
by
Section 2;
(f) “Procter
&
Xxxxxx”
means
the Company and/or its Subsidiaries;
(g) “Restricted
Stock Unit” means
an unfunded, unsecured promise by the Company, in accordance with these
Terms
and Conditions and the provisions of the Plan, to issue to you one share
of
Common Stock on the Original Settlement Date.
2. Transfer
and
Restrictions.
(a) Neither
Restricted Stock Units nor your interest in them may be sold, exchanged,
transferred, pledged, hypothecated, given or otherwise disposed of by you
at any
time, except by will or by the laws of descent and distribution. Any attempted
transfer of a Restricted Stock Unit, whether voluntary or involuntary on
your
part, will result in the immediate forfeiture to the Company, and cancellation,
of the Restricted Stock Unit.
(b) During
the Forfeiture Period, your Restricted Stock Units will be forfeited and
cancelled if you leave your employment with Procter & Xxxxxx for any reason,
except due to: (i) Retirement in accordance with the provisions of any
appropriate Retirement plan of Procter & Xxxxxx that occurs more than six
months from the Grant Date; or (ii) Special Separation that occurs more
than six
months from the Grant Date. In the event of your Retirement or Special
Separation that occurs more than six months from the Grant Date, you will
retain
your Restricted Stock Units subject to the Plan and these terms and
conditions.
(c) Upon
your death or the occurrence of a Change in Control at any time while you
hold
Restricted Stock Units, your Original Settlement Date will automatically
and
immediately become, without any further action by you or the Company, the
date
of your death or of the Change in Control, as applicable.
(d) From
time to time, the Company and/or the Committee may establish procedures
with
which you must comply in order to accept an award of Restricted Stock Units,
or
to settle your Restricted Stock Units, including requiring you to do so
by means
of electronic signature, or charging you an administrative fee for doing
so.
(e) Once
your Restricted Stock Units have been settled by delivery to you of an
equivalent number of shares of Common Stock, the Restricted Stock Units
will
have no further value, force or effect.
3. Confidentiality
and
Non-Competition
(a) In
order to better protect the goodwill of Procter & Xxxxxx and to prevent the
disclosure of Procter & Gamble’s trade secrets and confidential information,
and thereby help ensure the long-term success of Procter & Gamble’s
business, in consideration of your being awarded Restricted Stock Units,
you
(without prior written consent of Procter & Xxxxxx), will not engage in any
activity or provide any services, whether as a director, manager, supervisor,
employee, advisor, consultant or otherwise, for a period of three (3) years
following the date your employment with Procter & Xxxxxx is terminated in
connection with the manufacture, development, advertising, promotion, or
sale of
any product which is the same as or similar to or competitive with any
products
of Procter & Xxxxxx (including both existing products as well as products
known to you, as a consequence of your employment with Procter & Xxxxxx, to
be in development):
(i) with
respect to which your work has been directly concerned at any time during
the
two (2) years preceding the termination of your employment with Procter
&
Xxxxxx; or
(ii) with
respect to which, during the two (2) years preceding the termination of
your
employment with Procter & Xxxxxx, you, as a consequence of your job
performance and duties, acquired knowledge of trade secrets or other
confidential information of Procter & Xxxxxx.
For
purposes of this Section 3(a), it will be conclusively presumed that you
have
knowledge of information you were directly exposed to through actual receipt
or
review of memoranda or documents containing such information, or through
attendance at meetings at which such information was discussed or
disclosed.
(b) The
provisions of Section 3(a) are not in lieu of, but are in addition to your
continuing obligation (which you acknowledge by accepting an award of Restricted
Stock Units) to not use or disclose Procter & Gamble’s trade secrets or
confidential information known to you until any particular trade secret
or
confidential information becomes generally known (through no fault of yours).
As
used in this Section 3(b), “generally known” means known throughout the domestic
United States industry or, if you have job responsibilities partially or
entirely outside of the United States, the appropriate domestic United
States
and/or appropriate foreign country or countries’ industry(ies). Information
regarding products in development, in test marketing, or being marketed
or
promoted in a discrete geographic region, which information Procter & Xxxxxx
is considering for broader use, will not be deemed to be “generally known” until
such broader use is actually commercially implemented. As used in this
Section,
"trade secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & Xxxxxx or its
subsidiaries gained in the course of your employment with Procter & Xxxxxx
or its subsidiaries (including personnel ratings or rankings, manager or peer
evaluations, performance records, special skills or abilities, compensation,
work and development plans, training, nature of specific project and work
assignments, or specialties developed as a result of such assignments)
which
directly or indirectly affords you a confidential basis to solicit, encourage,
or participate in soliciting any manager, or managers, of Procter & Xxxxxx
or any subsidiary to terminate his or her relationship with Procter & Xxxxxx
or that subsidiary.
(c) By
accepting an award of Restricted Stock Units, you agree that, if you were,
without authority, to use or disclose Procter & Gamble’s trade secrets or
confidential information or threaten to do so, Xxxxxxx & Xxxxxx would be
entitled to injunctive and other appropriate relief to prevent you from
doing
so. You further agree that the harm caused to Procter & Xxxxxx by the breach
or anticipated breach of this Section 3(c) is, by its nature, irreparable
because, among other things, it is not readily susceptible of proof as
to the
monetary harm that would ensue. You agree that any interim or final equitable
relief entered by a court of competent jurisdiction will, at the request
of
Xxxxxxx & Xxxxxx, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
Xxxxxx may have to appeal from the proceedings which resulted in any grant
of
such relief.
(d) If
any of the provisions contained in Sections 3(a) through (c) are for any
reason,
whether by application of existing law or law which may develop after your
acceptance of an award of Restricted Stock Units, determined by a court
of
competent jurisdiction to be overly broad as to scope of activity, duration,
or
territory, then by accepting an award of Restricted Stock Units you agree
to
join Procter & Xxxxxx in requesting such court to construe such provision by
limiting or reducing it so as to be enforceable to the extent compatible
with
then-applicable law. If any one or more of the provisions contained in
Section
3(a) through (c) are determined by a court of competent jurisdiction to
be
invalid, void or unenforceable, then the remainder of the provisions will
remain
in full force and effect and will not be affected, impaired or invalidated
in
any way.
4. Voting
and Other Shareholder
Rights.
A
Restricted Stock Unit is not a share of Common Stock, and thus you are
not
entitled to any voting, dividend or other rights as a shareholder of the
Company
with respect to the Restricted Stock Units you hold.
5. Adjustments
in Case of Stock Splits,
Etc.
In
the event of a future
reorganization, recapitalization, stock split, combination of shares, merger,
consolidation, rights offering, share exchange, reclassification, distribution,
spin-off, or other change affecting the corporate structure, capitalization
or
Common Stock, the number of Restricted Stock Units you hold will be adjusted
appropriately and equitably to prevent dilution or enlargement of your
rights.
6. Tax
Withholding.
To
the extent Procter & Xxxxxx is
required to withhold federal, state, local or foreign taxes in connection
with
your Restricted Stock Units, the Committee may require you to make such
arrangements as Procter & Xxxxxx may xxxx appropriate for the payment of
such taxes required to be withheld, including without limitation, relinquishment
of some of the shares of Common Stock that would otherwise be given to
you.
However, regardless of any action taken by Xxxxxxx & Xxxxxx with respect to
any income tax, social insurance, payroll tax, or other tax, by accepting
a
Restricted Stock Unit, you acknowledge that the ultimate liability for
any such
tax owed by you is and remains your responsibility, and that Procter &
Xxxxxx makes no representations about the tax treatment of your Restricted
Stock
Units, and does not commit to structure any aspect of the Restricted Stock
Units
to reduce or eliminate your tax liability.
7. Suspension
Periods and
Termination.
The
Company reserves the right from
time to time to temporarily suspend your right to settle your Restricted
Stock
Units for shares of Common Stock where such suspension is deemed by the
Company
as necessary or appropriate.
8. Procter
&
Xxxxxx
Right to
Terminate Employment and Other Remedies.
(a) Nothing
in these Terms and Conditions, or the fact that you have been awarded Restricted
Stock Units, affects in any way the right or power of Procter & Xxxxxx to
terminate your employment at any time for any reason, with or without cause,
or
precludes Procter & Xxxxxx from taking any action or enforcing any remedy
available to it with respect to any action or conduct on your part. Without
limiting the previous sentence, the Committee may, for example, suspend
or
terminate any outstanding Restricted Stock Units for actions taken by you
if the
Committee determines that you have acted significantly contrary to the
best
interests of Procter & Xxxxxx or its subsidiaries. For purposes of this
paragraph, an action taken “significantly contrary to the best interests of
Procter & Xxxxxx or its subsidiaries” includes without limitation any action
taken or threatened by you that the Committee determines has, or is reasonably
likely to have, a significant adverse impact on the reputation, goodwill,
stability, operation, personnel retention and management, or business of
Procter
& Xxxxxx or any subsidiary. This paragraph is in addition to any remedy
Procter & Xxxxxx or a subsidiary may have at law or in equity, including
without limitation injunctive and other appropriate relief.
(b) By
accepting a Restricted Stock Unit, you acknowledge that: (i) the Plan is
established voluntarily by The Procter & Xxxxxx Company, is discretionary in
nature, and may be amended, suspended or terminated at any time; (ii) the
award
of Restricted Stock Units is voluntary and occasional and does not create
any
contractual or other right to receive future awards of Restricted Stock
Units,
or benefits in lieu of Restricted Stock Units, even if Restricted Stock
Units
have been awarded repeatedly in the past; (iii) all decisions with respect
to
future Restricted Stock Unit awards, if any, will be at the sole discretion
of
the Company; (iv) your participation in the Plan is voluntary; (v) Restricted
Stock Units are an extraordinary item and not part of normal or expected
compensation or salary for any purpose, including without limitation calculating
any termination, severance, resignation, redundancy, or end-of-service
payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company, the
award of
Restricted Stock Units will not be interpreted to form an employment
relationship with the Company; and, furthermore, the award of Restricted
Stock
Units will not be interpreted to form an employment contract with any Procter
& Xxxxxx entity; (vii) the future value of Common Stock is unknown and
cannot be predicted with certainty; and (viii) no claim or entitlement
to
compensation or damages arises from termination or forfeiture of Restricted
Stock Units, or diminution in value of Restricted Stock Units or Common
Stock
received in settlement thereof, and you irrevocably release Procter & Xxxxxx
from any such claim that may arise.
9. Data
Privacy.
By
accepting a Restricted Stock Unit, you explicitly and unambiguously consent
to
the collection, use and transfer, in electronic or other form, of your
personal
data as described in this document by and among, as applicable, any Procter
& Xxxxxx entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand
that
Procter & Xxxxxx holds certain personal information about you, including
without limitation your name, home address and telephone number, date of
birth,
social insurance number or other identification number, salary, nationality,
job
title, any shares of stock or directorships held in a Procter & Xxxxxx
entity, details of all options, Restricted Stock Units, or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing
the
Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan,
that
these recipients may be located in your country or elsewhere, and that
the
recipient’s country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names
and
addresses of any potential recipients of Data by contacting your local
human
resources representative. You authorize the recipients to receive, possess,
use,
retain and transfer the Data, in electronic or other form, for the purposes
of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third
party
with whom you may elect to deposit any shares of Common Stock in connection
with
the settlement of your Restricted Stock Units. You understand that Data
will be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view
Data,
request additional information about the storage and processing of Data,
require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your
local
human resources representative. You understand, however, that refusing
or
withdrawing your consent may affect your ability to participate in the
Plan. For
more information on the consequences of your refusal to consent or withdrawal
of
consent, you understand that you may contact your local human resources
representative.
10. Notices.
(a) Any
notice to Procter & Xxxxxx that is required or appropriate with respect to
Restricted Stock Units held by you must be in writing and addressed
to:
The
Procter & Xxxxxx Company
ATTN:
Corporate Secretary’s Office
P.O.
Box 599
Cincinnati,
OH 45201
or
such
other address as Procter & Xxxxxx may from time to time provide to you in
writing.
(b) Any
notice to you that is required or appropriate with respect to Restricted
Stock
Units held or to be awarded to you will be provided to you in written or
electronic form at any physical or electronic mail address for you that
is on
file with Procter & Xxxxxx.
11. Successors
and
Assigns.
These
Terms and Conditions are binding
on, and inure to the benefit of, (a) the Company and its successors and
assigns;
and (b) you and, if applicable, the representative of your estate.
12. Governing
Law.
The
validity, interpretation,
performance and enforcement of these Terms and Conditions, the Plan and
your
Restricted Stock Units will be governed by the laws of the State of Ohio,
U.S.A.
without giving effect to any other jurisdiction’s conflicts of law principles.
With respect to any dispute concerning these Terms and Conditions, the
Plan and
your Restricted Stock Units, you consent to the exclusive jurisdiction
of the
federal or state courts located in Xxxxxxxx County, Ohio, U.S.A.
13. The
Plan.
All
Restricted Stock Units awarded to
you have been awarded under the Plan. Certain provisions of the Plan may
have
been repeated or emphasized in these Terms and Conditions; however, all
terms of
the Plan apply to you and your Restricted Stock Units whether or not they
have
been called out in these Terms and Conditions.
14. Effect
of These Terms and
Conditions.
These
Terms and Conditions and the
terms of the Plan, which are incorporated herein by reference, describe
the
contractual rights awarded to you in the form of Restricted Stock Units,
and the
obligations imposed on you in connection with those rights. No right exists
with
respect to Restricted Stock Units except as described in these Terms and
Conditions and the Plan.
Appendix
9
Form
KMW
[INSERT
DATE]
[INSERT
NAME]
Subject: Award
of Restricted Stock
Units
This
is
to advise you that The Procter & Xxxxxx Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts listed
below, pursuant to The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan, and subject to the attached Statement of Terms and Conditions
Form KMW.
| Grant Date: | [INSERT DATE OF XXXXX] | ||
| Forfeiture Date: | [INSERT DATE FORFEITURE ENDS] | ||
| Original Settlement Date: | [INSERT DATE RSUs BECOME SHARES] | ||
| Number of Restricted Stock Units: | [INSERT NUMBER GRANTED] |
THE
PROCTER & XXXXXX COMPANY
Xxxxx
X. Xxxxxxx, Secretary
For
the Compensation Committee
|
o
|
I
hereby accept the Award of Restricted Stock Units set forth
above in
accordance with and subject to the terms of The Procter & Xxxxxx 2001
Stock and Incentive Compensation Plan and the attached Statement
of Terms
and Conditions for Restricted Stock Units, with which I am
familiar. I
agree that the Award of Restricted Stock Units, The Procter
& Xxxxxx
2001 Stock and Incentive Compensation Plan, and the attached
Statement of
Terms and Conditions for Restricted Stock Units together
constitute an
agreement between the Company and me in accordance with the
terms thereof
and hereof, and I further agree that any legal action related
to this
Award of Restricted Stock Units may be brought in any federal
or state
court located in Xxxxxxxx County, Ohio, USA, and I hereby
accept the
jurisdiction of these courts and consent to service of process
from said
courts solely for legal actions related to this Award of
Restricted Stock
Units.
|
|
o
|
I
hereby reject the Award of Restricted Stock Units set forth
above.
|
___________________ ______________________________________ _____________________
Date Signature P&G
E-mail
Address
THE
PROCTER & XXXXXX
COMPANY
STATEMENT
OF TERMS AND CONDITIONS FOR
KEY MANAGER RESTRICTED STOCK UNITS
THE
PROCTER & XXXXXX 2001 STOCK
AND INCENTIVE COMPENSATION PLAN
The
Restricted Stock Units awarded to
you as set forth in the letter you received from the Company (your
“Award
Letter”), and your ownership thereof, are subject to the following terms and
conditions.
1. Definitions.
For
purposes of this Statement of Terms
and Conditions for Restricted Stock Units (“Terms and Conditions”), all
capitalized terms not defined in these Terms and Conditions will have
the
meanings described in The Procter & Xxxxxx 2001 Stock and Incentive
Compensation Plan (the “Plan”), and the following terms will have the following
meanings.
(a) “Data”
has the meaning
described in Section 9;
(b) “Forfeiture
Date” is the date
identified as such in your Award Letter;
(c) “Forfeiture
Period” means the
period from the Grant Date until the Forfeiture Date.
(d) “Grant
Date” means the date a
Restricted Stock Unit was awarded to you, as identified in your Award
Letter;
(e) “Original
Settlement Date” is
the date identified as such in your Award Letter, as adjusted, if applicable,
by
Section 2;
(f) “Procter
&
Xxxxxx”
means
the Company and/or its Subsidiaries;
(g) “Restricted
Stock Unit” means
an unfunded, unsecured promise by the Company, in accordance with these
Terms
and Conditions and the provisions of the Plan, to issue to you one
share of
Common Stock on the Original Settlement Date.
2. Transfer
and
Restrictions.
(a) Neither
Restricted Stock Units nor your interest in them may be sold, exchanged,
transferred, pledged, hypothecated, given or otherwise disposed of
by you at any
time, except by will or by the laws of descent and distribution. Any
attempted
transfer of a Restricted Stock Unit, whether voluntary or involuntary
on your
part, will result in the immediate forfeiture to the Company, and cancellation,
of the Restricted Stock Unit.
(b) During
the Forfeiture Period, your Restricted Stock Units will be forfeited
and
cancelled if you leave your employment with Procter & Xxxxxx for any reason,
except due to: (i) Retirement in accordance with the provisions of
any
appropriate Retirement plan of Procter & Xxxxxx; or (ii) Special Separation.
In the event of your Retirement or Special Separation, you will retain
your
Restricted Stock Units subject to the Plan and these terms and
conditions.
(c) Upon
your death or the occurrence of a Change in Control at any time while
you hold
Restricted Stock Units, your Original Settlement Date will automatically
and
immediately become, without any further action by you or the Company,
the date
of your death or of the Change in Control, as applicable.
(d) From
time to time, the Company and/or the Committee may establish procedures
with
which you must comply in order to accept an award of Restricted Stock
Units, or
to settle your Restricted Stock Units, including requiring you to do
so by means
of electronic signature, or charging you an administrative fee for
doing
so.
(e) Once
your Restricted Stock Units have been settled by delivery to you of
an
equivalent number of shares of Common Stock, the Restricted Stock Units
will
have no further value, force or effect.
3. Confidentiality
and
Non-Competition
(a) In
order to better protect the goodwill of Procter & Xxxxxx and to prevent the
disclosure of Procter & Gamble’s trade secrets and confidential information,
and thereby help ensure the long-term success of Procter & Gamble’s
business, in consideration of your being awarded Restricted Stock Units,
you
(without prior written consent of Procter & Xxxxxx), will not engage in any
activity or provide any services, whether as a director, manager, supervisor,
employee, advisor, consultant or otherwise, for a period of three (3)
years
following the date your employment with Procter & Xxxxxx is terminated in
connection with the manufacture, development, advertising, promotion,
or sale of
any product which is the same as or similar to or competitive with
any products
of Procter & Xxxxxx (including both existing products as well as products
known to you, as a consequence of your employment with Procter & Xxxxxx, to
be in development):
(i) with
respect to which your work has been directly concerned at any time
during the
two (2) years preceding the termination of your employment with Procter
&
Xxxxxx; or
(ii) with
respect to which, during the two (2) years preceding the termination
of your
employment with Procter & Xxxxxx, you, as a consequence of your job
performance and duties, acquired knowledge of trade secrets or other
confidential information of Procter & Xxxxxx.
For
purposes of this Section 3(a), it will be conclusively presumed that
you have
knowledge of information you were directly exposed to through actual
receipt or
review of memoranda or documents containing such information, or through
attendance at meetings at which such information was discussed or
disclosed.
(b) The
provisions of Section 3(a) are not in lieu of, but are in addition
to your
continuing obligation (which you acknowledge by accepting an award
of Restricted
Stock Units) to not use or disclose Procter & Gamble’s trade secrets or
confidential information known to you until any particular trade secret
or
confidential information becomes generally known (through no fault
of yours). As
used in this Section 3(b), “generally known” means known throughout the domestic
United States industry or, if you have job responsibilities partially
or
entirely outside of the United States, the appropriate domestic United
States
and/or appropriate foreign country or countries’ industry(ies). Information
regarding products in development, in test marketing, or being marketed
or
promoted in a discrete geographic region, which information Procter
& Xxxxxx
is considering for broader use, will not be deemed to be “generally known” until
such broader use is actually commercially implemented. As used in this
Section,
"trade secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & Xxxxxx or its
subsidiaries gained in the course of your employment with Procter & Xxxxxx
or its subsidiaries (including personnel ratings or rankings, manager
or peer
evaluations, performance records, special skills or abilities, compensation,
work and development plans, training, nature of specific project and
work
assignments, or specialties developed as a result of such assignments)
which
directly or indirectly affords you a confidential basis to solicit,
encourage,
or participate in soliciting any manager, or managers, of Procter & Xxxxxx
or any subsidiary to terminate his or her relationship with Procter
& Xxxxxx
or that subsidiary.
(c) By
accepting an award of Restricted Stock Units, you agree that, if you
were,
without authority, to use or disclose Procter & Gamble’s trade secrets or
confidential information or threaten to do so, Xxxxxxx & Xxxxxx would be
entitled to injunctive and other appropriate relief to prevent you
from doing
so. You further agree that the harm caused to Procter & Xxxxxx by the breach
or anticipated breach of this Section 3(c) is, by its nature, irreparable
because, among other things, it is not readily susceptible of proof
as to the
monetary harm that would ensue. You agree that any interim or final
equitable
relief entered by a court of competent jurisdiction will, at the request
of
Xxxxxxx & Xxxxxx, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter
&
Xxxxxx may have to appeal from the proceedings which resulted in any
grant of
such relief.
(d) If
any of the provisions contained in Sections 3(a) through (c) are for
any reason,
whether by application of existing law or law which may develop after
your
acceptance of an award of Restricted Stock Units, determined by a court
of
competent jurisdiction to be overly broad as to scope of activity,
duration, or
territory, then by accepting an award of Restricted Stock Units you
agree to
join Procter & Xxxxxx in requesting such court to construe such provision by
limiting or reducing it so as to be enforceable to the extent compatible
with
then-applicable law. If any one or more of the provisions contained
in Section
3(a) through (c) are determined by a court of competent jurisdiction
to be
invalid, void or unenforceable, then the remainder of the provisions
will remain
in full force and effect and will not be affected, impaired or invalidated
in
any way.
4. Voting
and Other Shareholder
Rights.
A
Restricted Stock Unit is not a share of Common Stock, and thus you
are not
entitled to any voting, dividend or other rights as a shareholder of
the Company
with respect to the Restricted Stock Units you hold.
5. Adjustments
in Case of Stock Splits,
Etc.
In
the event of a future
reorganization, recapitalization, stock split, combination of shares,
merger,
consolidation, rights offering, share exchange, reclassification, distribution,
spin-off, or other change affecting the corporate structure, capitalization
or
Common Stock, the number of Restricted Stock Units you hold will be
adjusted
appropriately and equitably to prevent dilution or enlargement of your
rights.
6. Tax
Withholding.
To
the extent Procter & Xxxxxx is
required to withhold federal, state, local or foreign taxes in connection
with
your Restricted Stock Units, the Committee may require you to make
such
arrangements as Procter & Xxxxxx may xxxx appropriate for the payment of
such taxes required to be withheld, including without limitation, relinquishment
of some of the shares of Common Stock that would otherwise be given
to you.
However, regardless of any action taken by Xxxxxxx & Xxxxxx with respect to
any income tax, social insurance, payroll tax, or other tax, by accepting
a
Restricted Stock Unit, you acknowledge that the ultimate liability
for any such
tax owed by you is and remains your responsibility, and that Procter
&
Xxxxxx makes no representations about the tax treatment of your Restricted
Stock
Units, and does not commit to structure any aspect of the Restricted
Stock Units
to reduce or eliminate your tax liability.
7. Suspension
Periods and
Termination.
The
Company reserves the right from
time to time to temporarily suspend your right to settle your Restricted
Stock
Units for shares of Common Stock where such suspension is deemed by
the Company
as necessary or appropriate.
8. Procter
&
Xxxxxx
Right to
Terminate Employment and Other Remedies.
(a) Nothing
in these Terms and Conditions, or the fact that you have been awarded
Restricted
Stock Units, affects in any way the right or power of Procter & Xxxxxx to
terminate your employment at any time for any reason, with or without
cause, or
precludes Procter & Xxxxxx from taking any action or enforcing any remedy
available to it with respect to any action or conduct on your part.
Without
limiting the previous sentence, the Committee may, for example, suspend
or
terminate any outstanding Restricted Stock Units for actions taken
by you if the
Committee determines that you have acted significantly contrary to
the best
interests of Procter & Xxxxxx or its subsidiaries. For purposes of this
paragraph, an action taken “significantly contrary to the best interests of
Procter & Xxxxxx or its subsidiaries” includes without limitation any action
taken or threatened by you that the Committee determines has, or is
reasonably
likely to have, a significant adverse impact on the reputation, goodwill,
stability, operation, personnel retention and management, or business
of Procter
& Xxxxxx or any subsidiary. This paragraph is in addition to any remedy
Procter & Xxxxxx or a subsidiary may have at law or in equity, including
without limitation injunctive and other appropriate relief.
(b) By
accepting a Restricted Stock Unit, you acknowledge that: (i) the Plan
is
established voluntarily by The Procter & Xxxxxx Company, is discretionary in
nature, and may be amended, suspended or terminated at any time; (ii)
the award
of Restricted Stock Units is voluntary and occasional and does not
create any
contractual or other right to receive future awards of Restricted Stock
Units,
or benefits in lieu of Restricted Stock Units, even if Restricted Stock
Units
have been awarded repeatedly in the past; (iii) all decisions with
respect to
future Restricted Stock Unit awards, if any, will be at the sole discretion
of
the Company; (iv) your participation in the Plan is voluntary; (v)
Restricted
Stock Units are an extraordinary item and not part of normal or expected
compensation or salary for any purpose, including without limitation
calculating
any termination, severance, resignation, redundancy, or end-of-service
payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company,
the award of
Restricted Stock Units will not be interpreted to form an employment
relationship with the Company; and, furthermore, the award of Restricted
Stock
Units will not be interpreted to form an employment contract with any
Procter
& Xxxxxx entity; (vii) the future value of Common Stock is unknown and
cannot be predicted with certainty; and (viii) no claim or entitlement
to
compensation or damages arises from termination or forfeiture of Restricted
Stock Units, or diminution in value of Restricted Stock Units or Common
Stock
received in settlement thereof, and you irrevocably release Procter
& Xxxxxx
from any such claim that may arise.
9. Data
Privacy.
By
accepting a Restricted Stock Unit, you explicitly and unambiguously
consent to
the collection, use and transfer, in electronic or other form, of your
personal
data as described in this document by and among, as applicable, any
Procter
& Xxxxxx entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand
that
Procter & Xxxxxx holds certain personal information about you, including
without limitation your name, home address and telephone number, date
of birth,
social insurance number or other identification number, salary, nationality,
job
title, any shares of stock or directorships held in a Procter & Xxxxxx
entity, details of all options, Restricted Stock Units, or any other
entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding
in your favor, for the purpose of implementing, administering and managing
the
Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the
Plan, that
these recipients may be located in your country or elsewhere, and that
the
recipient’s country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names
and
addresses of any potential recipients of Data by contacting your local
human
resources representative. You authorize the recipients to receive,
possess, use,
retain and transfer the Data, in electronic or other form, for the
purposes of
implementing, administering and managing your participation in the
Plan,
including any requisite transfer of such Data to any broker or other
third party
with whom you may elect to deposit any shares of Common Stock in connection
with
the settlement of your Restricted Stock Units. You understand that
Data will be
held only as long as is necessary to implement, administer and manage
your
participation in the plan. You understand that you may, at any time,
view Data,
request additional information about the storage and processing of
Data, require
any necessary amendments to Data, or refuse or withdraw the consents
contained
in this paragraph, in any case without cost, by contacting in writing
your local
human resources representative. You understand, however, that refusing
or
withdrawing your consent may affect your ability to participate in
the Plan. For
more information on the consequences of your refusal to consent or
withdrawal of
consent, you understand that you may contact your local human resources
representative.
10. Notices.
(a) Any
notice to Procter & Xxxxxx that is required or appropriate with respect to
Restricted Stock Units held by you must be in writing and addressed
to:
The
Procter & Xxxxxx Company
ATTN:
Corporate Secretary’s Office
P.O.
Box 599
Cincinnati,
OH 45201
or
such
other address as Procter & Xxxxxx may from time to time provide to you in
writing.
(b) Any
notice to you that is required or appropriate with respect to Restricted
Stock
Units held or to be awarded to you will be provided to you in written
or
electronic form at any physical or electronic mail address for you
that is on
file with Procter & Xxxxxx.
11. Successors
and
Assigns.
These
Terms and Conditions are binding
on, and inure to the benefit of, (a) the Company and its successors
and assigns;
and (b) you and, if applicable, the representative of your estate.
12. Governing
Law.
The
validity, interpretation,
performance and enforcement of these Terms and Conditions, the Plan
and your
Restricted Stock Units will be governed by the laws of the State of
Ohio, U.S.A.
without giving effect to any other jurisdiction’s conflicts of law principles.
With respect to any dispute concerning these Terms and Conditions,
the Plan and
your Restricted Stock Units, you consent to the exclusive jurisdiction
of the
federal or state courts located in Xxxxxxxx County, Ohio, U.S.A.
13. The
Plan.
All
Restricted Stock Units awarded to
you have been awarded under the Plan. Certain provisions of the Plan
may have
been repeated or emphasized in these Terms and Conditions; however,
all terms of
the Plan apply to you and your Restricted Stock Units whether or not
they have
been called out in these Terms and Conditions.
14. Effect
of These Terms and
Conditions.
These
Terms and Conditions and the
terms of the Plan, which are incorporated herein by reference, describe
the
contractual rights awarded to you in the form of Restricted Stock Units,
and the
obligations imposed on you in connection with those rights. No right
exists with
respect to Restricted Stock Units except as described in these Terms
and
Conditions and the Plan.
Appendix
10
BOD
[INSERT
DATE]
[INSERT
NAME]
Subject: Award
of Restricted Stock
Units
This
is
to advise you that The Procter & Xxxxxx Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts
listed
below, pursuant to The Procter & Xxxxxx 2003 Non-Employee Directors’ Stock
Plan, and subject to the attached Statement of Terms and Conditions Form
RSU.
| Grant Date: | [INSERT DATE OF XXXXX] | ||
| Forfeiture Date: | [INSERT DATE FORFEITURE ENDS] | ||
| Original Settlement Date: | [INSERT DATE RSUs BECOME SHARES] | ||
| Number of Restricted Stock Units: | [INSERT NUMBER GRANTED] |
As
you
will see from the Statement of Terms and Conditions Form RSU, under certain
circumstances you may agree with The Procter & Xxxxxx Company to delay the
settlement of your Restricted Stock Units beyond the Original Settlement
Date.
You may want to consult your personal tax advisor before making a decision
about
this matter.
THE
PROCTER & XXXXXX COMPANY
Xxxxx
X. Xxxxxxx, Secretary
For
the Compensation Committee
THE
PROCTER & XXXXXX
COMPANY
STATEMENT
OF TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
THE
PROCTER & XXXXXX 2003
NON-EMPLOYEE DIRECTORS’ STOCK PLAN
The
Restricted Stock Units awarded to
you as set forth in the letter you received from the Company (your “Award
Letter”), and your ownership thereof, are subject to the following terms and
conditions.
1. Definitions.
For
purposes of this Statement of Terms
and Conditions for Restricted Stock Units (“Terms and Conditions”), all
capitalized terms not defined in these Terms and Conditions will have the
meanings described in The Procter & Xxxxxx 2003 Non-Employee Directors’
Stock Plan (the “Plan”), and the following terms will have the following
meanings.
(a) “Agreed
Settlement Date” has
the meaning described in Section 2(c);
(b) “Data”
has the meaning
described in Section 8;
(c) “Dividend
Equivalents” has the
meaning described in Section 3;
(d) “Forfeiture
Date” is the date
identified as such in your Award Letter;
(e) “Forfeiture
Period” means the
period from the Grant Date until the Forfeiture Date.
(f) “Grant
Date” means the date a
Restricted Stock Unit was awarded to you, as identified in your Award
Letter;
(g) “Original
Settlement Date” is
the date identified as such in your Award Letter, as adjusted, if applicable,
by
Section 2;
(h) “Post-Forfeiture
Period” means
the period from the Forfeiture Date until the later of the Original Settlement
Date or the Agreed Settlement Date;
(i) “Procter
&
Xxxxxx”
means
the Company and/or its Subsidiaries;
(j) “Restricted
Stock Unit” means
an unfunded, unsecured promise by the Company, in accordance with these Terms
and Conditions and the provisions of the Plan, to issue to you one share
of
Common Stock on the later of the Original Settlement Date or the Agreed
Settlement Date.
2. Transfer
and
Restrictions.
(a) Neither
Restricted Stock Units nor your interest in them may be sold, exchanged,
transferred, pledged, hypothecated, given or otherwise disposed of by you
at any
time, except by will or by the laws of descent and distribution. Any attempted
transfer of a Restricted Stock Unit, whether voluntary or involuntary on
your
part, will result in the immediate forfeiture to the Company, and cancellation,
of the Restricted Stock Unit (including all rights to receive Dividend
Equivalents).
(b) During
the Forfeiture Period, your Restricted Stock Units (including all rights
to
receive Dividend Equivalents) will be forfeited and cancelled if you leave
your
position as a Director of the Company for any reason, except due to your:
(i)
disability; (ii) retirement after attaining the age of sixty-nine (69); (iii)
resignation following retirement from your principal employer in good standing
under the terms or your principal employer’s retirement plan; or (iv)
resignation for reasons of antitrust laws or the Company’s conflict of interest,
corporate governance or continued service policies. In the event of your
disability during the Forfeiture Period, unless otherwise agreed to in writing
by the Company, your Original Settlement Date shall automatically and
immediately become, without any further action by you or the Company, the
date
of your disability. In the event of any of the other above exceptions occurring,
you will retain your Restricted Stock Units subject to the Plan and these
Terms
and Conditions.
(c) At
any time at least one calendar year prior to the Original Settlement Date,
you
and the Company may agree to postpone the date on which you are entitled
to
receive one share of Common Stock for each Restricted Stock Unit you hold
until
January 15th of any
later year (the “Agreed Settlement Date”). During the Post-Forfeiture Period,
you will retain your Restricted Stock Units subject to the Plan and these
Terms
and Conditions if you leave your position as a Director for any reason, except
due to your disability. In the event of your disability during the
Post-Forfeiture Period, unless otherwise agreed to in writing by the Company,
your Original Settlement Date or Agreed Settlement Date, as applicable, shall
automatically and immediately become, without any further action by you or
the
Company, the date of your disability.
(d) Upon
your death or the occurrence of a Change in Control at any time while you
hold
Restricted Stock Units and/or Dividend Equivalents, your Original Settlement
Date or Agreed Settlement Date, as applicable, will automatically and
immediately become, without any further action by you or the Company, the
date
of your death or of the Change in Control, as applicable.
(e) From
time to time, the Company and/or the Committee may establish procedures with
which you must comply in order to accept an award of Restricted Stock Units,
to
agree to an Agreed Settlement Date, or to settle your Restricted Stock Units,
including requiring you to do so by means of electronic signature, or charging
you an administrative fee for doing so.
(f) Once
your Restricted Stock Units have been settled by delivery to you of an
equivalent number of shares of Common Stock, the Restricted Stock Units will
have no further value, force or effect and you will cease to receive Dividend
Equivalents associated with the Restricted Stock Units.
3. Dividend
Equivalents.
As
a
holder of Restricted Stock Units, during the period from the Grant Date until
the Original Settlement Date or the Agreed Settlement Date, whichever is
later,
each time a cash dividend or other cash distribution is paid with respect
to
Common Stock, you will receive additional Restricted Stock Units (“Dividend
Equivalents”). The number of such additional Restricted Stock Units will be
determined as follows: multiply the number of Restricted Stock Units currently
held by the per share amount of the cash dividend or other cash distribution
on
the Common Stock, and then divide the result by the price of the Common Stock
on
the date of the dividend or distribution. These Dividend Equivalent Restricted
Stock Units will be subject to the same terms and conditions as the original
Restricted Stock Units that gave rise to them, including forfeiture and
settlement terms, except that if there is a fractional number of Dividend
Equivalent Restricted Stock Units on the date they are to be settled, you
will
receive one share of Common Stock for the fractional Dividend Equivalent
Restricted Stock Units.
4. Voting
and Other Shareholder
Rights.
A
Restricted Stock Unit is not a share of Common Stock, and thus you are not
entitled to any voting, dividend or other rights as a shareholder of the
Company
with respect to the Restricted Stock Units you hold.
5. Adjustments
in Case of Stock
Dividends, Stock Splits, Etc.
In
the event of a future
reorganization, recapitalization, stock split, stock dividend, combination
of
shares, merger, consolidation, rights offering, share exchange,
reclassification, distribution, spin-off, or other change affecting the
corporate structure, capitalization or Common Stock, the number of Restricted
Stock Units you hold will be adjusted appropriately and equitably to prevent
dilution or enlargement of your rights.
6. Tax
Withholding.
To
the extent Procter & Xxxxxx is
required to withhold federal, state, local or foreign taxes in connection
with
your Restricted Stock Units or Dividend Equivalents, the Committee may require
you to make such arrangements as Procter & Xxxxxx may xxxx appropriate for
the payment of such taxes required to be withheld, including without limitation,
relinquishment of some of the shares of Common Stock that would otherwise
be
given to you. However, regardless of any action taken by Procter & Xxxxxx
with respect to any income tax, social insurance, payroll tax, or other tax,
by
accepting a Restricted Stock Unit or Dividend Equivalent, you acknowledge
that
the ultimate liability for any such tax owed by you is and remains your
responsibility, and that Procter & Xxxxxx makes no representations about the
tax treatment of your Restricted Stock Units or Dividend Equivalents, and
does
not commit to structure any aspect of the Restricted Stock Units or Dividend
Equivalents to reduce or eliminate your tax liability.
7. Suspension
Periods and
Termination.
The
Company reserves the right from
time to time to temporarily suspend your right to settle your Restricted
Stock
Units for shares of Common Stock where such suspension is deemed by the Company
as necessary or appropriate.
8. Data
Privacy.
By
accepting a Restricted Stock Unit, you explicitly and unambiguously consent
to
the collection, use and transfer, in electronic or other form, of your personal
data as described in this document by and among, as applicable, any Procter
& Xxxxxx entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand
that
Procter & Xxxxxx holds certain personal information about you, including
without limitation your name, home address and telephone number, date of
birth,
social insurance number or other identification number, salary, nationality,
job
title, any shares of stock or directorships held in a Procter & Xxxxxx
entity, details of all options, Restricted Stock Units, or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing
the
Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan,
that
these recipients may be located in your country or elsewhere, and that the
recipient’s country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names and
addresses of any potential recipients of Data by contacting your local human
resources representative. You authorize the recipients to receive, possess,
use,
retain and transfer the Data, in electronic or other form, for the purposes
of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third
party
with whom you may elect to deposit any shares of Common Stock in connection
with
the settlement of your Restricted Stock Units. You understand that Data will
be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view
Data,
request additional information about the storage and processing of Data,
require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your
local
human resources representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the Plan.
For
more information on the consequences of your refusal to consent or withdrawal
of
consent, you understand that you may contact your local human resources
representative.
9. Notices.
(a) Any
notice to Procter & Xxxxxx that is required or appropriate with respect to
Restricted Stock Units held by you must be in writing and addressed
to:
The
Procter & Xxxxxx Company
ATTN:
Corporate Secretary’s Office
P.O.
Box 599
Cincinnati,
OH 45201
or
such
other address as Procter & Xxxxxx may from time to time provide to you in
writing.
(b) Any
notice to you that is required or appropriate with respect to Restricted
Stock
Units held or to be awarded to you will be provided to you in written or
electronic form at any physical or electronic mail address for you that is
on
file with Procter & Xxxxxx.
10. Successors
and
Assigns.
These
Terms and Conditions are binding
on, and inure to the benefit of, (a) The Procter & Xxxxxx Company and its
successors and assigns; and (b) you and, if applicable, the representative
of
your estate.
11. Governing
Law.
The
validity, interpretation,
performance and enforcements of these Terms and Conditions, the Plan and
your
Restricted Stock Units will be governed by the laws of the State of Ohio,
U.S.A.
without giving effect to any other jurisdiction’s conflicts of law principles.
With respect to any dispute concerning these Terms and Conditions, the Plan
and
your Restricted Stock Units, you consent to the exclusive jurisdiction of
the
federal or state courts located in Xxxxxxxx County, Ohio, U.S.A.
12. The
Plan.
All
Restricted Stock Units awarded to
you have been awarded under the Plan. Certain provisions of the Plan may
have
been repeated or emphasized in these Terms and Conditions; however, all terms
of
the Plan apply to you and your Restricted Stock Units whether or not they
have
been called out in these Terms and Conditions.
13. Effect
of These Terms and
Conditions.
These
Terms and Conditions and the
terms of the Plan, which are incorporated herein by reference, describe the
contractual rights awarded to you in the form of Restricted Stock Units,
and the
obligations imposed on you in connection with those rights. No right exists
with
respect to Restricted Stock Units except as described in these Terms and
Conditions and the Plan.
Appendix
11
Payment
Preference Materials
for Key Manager Awards
[DATE]
[NAME]
Subject
: Payment Form Elections for
STAR, BGP and Key Manager Awards
Your
choices for the awards are:
February
[YEAR] Key Manager
Long-Term Incentive Award
| · |
Stock
Options
|
| · |
Restricted
Stock Units (RSUs) (0%, 25% or 50%)
|
September
[YEAR] STAR Award
| · |
Cash
|
| · |
Stock
Options
|
| · |
Restricted
Stock Units (for BGP participants only)- no forfeiture provision
|
| · |
Deferred
Compensation (for BGP participants only)
|
September
[YEAR]
BGP Award
| · |
Three-Year
Restricted Stock Units (50% of award required in this
form)
|
| · |
Cash,
Restricted Stock Units - no forfeiture provision, or Deferred Compensation
(50% of award subject to this election)
|
Attached
you will find an election form to be returned to [NAME]. Please note Form
A now
includes the Senior Executive Officer Recoupment Policy.
It
is
strongly recommended that you consult legal/tax/financial advisors to determine
the appropriate award form(s) for your personal situation.
While
your selection will be given consideration, it is not binding on the Company
until approved by the Compensation and Leadership Development Committee of
the
Board of Directors. IF YOU MISS THE [DATE] DEADLINE, CURRENT LAWS REQUIRED
US TO
DEFAULT YOUR AWARDS. The Key Manager Stock Option grant will default to 100%
stock options; the STAR award will default to 100% cash; and the BGP award
will
default to 50% 3-year RSUs and 50% cash.
GLOBAL
EXECUTIVE COMPENSATION
Payment
Preference Materials
for Key Manager Awards
[YEAR]
EXECUTIVE COMPENSATION AWARD FORM
PREFERENCES
| · |
You
must be an active employee
as of [DATE] to receive any non-cash
award
|
| · |
All
elections are irrevocable
after [DATE]
|
[YEAR]
Key Manager Long-Term
Incentive Award Payable [DATE] [YEAR]
|
Stock
Options
|
______%
|
|
|
Restricted
Stock Units (RSUs)
|
______%
(maximum
of 50%)
|
Shares
will deliver 100% in [YEARS] years ([DATE], [YEAR]). Key Manager
RSUs have
no dividend equivalents and no deferral past 5 years.
|
|
Total
|
100%
|
[YEAR]
STAR Award Payable [DATE]
[YEAR]
|
Cash
|
______%
|
|
|
Stock
Options
|
______%
|
|
|
Restricted
Stock Units (RSUs)
|
______%
|
_________(Select
year you want shares delivered, e.g. [YEAR], or one year after
retirement.)
|
|
Deferred
Compensation
|
______%
|
|
|
Total
|
100%
|
[YEAR]
BGP Award Payable [DATE]
[YEAR] (Complete for remaining 50%)
|
3-Year
Restricted Stock Units (RSUs)
(If
you leave the Company
within 3 years of grant for reasons other than retirement, you
forfeit
these units.)
|
50
% (required)
|
_________
(Select year you want shares delivered, e.g. [three years after
grant
date, any year later than three years after grant date, or one
year after
retirement]
|
|
Restricted
Stock Units (RSUs)
|
______%
|
_________
(Select year you want shares delivered, e.g., [YEAR], or one year
after
retirement)
|
|
Cash
|
______%
|
|
|
Deferred
Compensation
|
______%
|
|
|
Total
|
100%
|
PLEASE
NOTE: Any election by you to delay the settlement date of your RSUs does
not in
any way alter or amend the terms of The Procter & Xxxxxx Stock and Incentive
Compensation Plan and/or the Statement of Terms and Conditions for Restricted
Stock Units pursuant to which the subject RSUs were granted.
Your
signature below indicates your agreement that any awards granted or paid
pursuant to the STAR and/or BGP programs will be subject to the terms of
the
Senior Executive Officer Recoupment Policy. This Policy provides that in
the
event of a significant restatement of financial results, if compensation
paid
pursuant to STAR and/or BGP would have been lower based on restated results,
the
Compensation and Leadership Development Committee may seek to recoup from
the
senior executive officers some or all of the compensation paid pursuant to
STAR
and/or BGP. A copy of the policy is available from [NAME].
__________________________________________(Signature) ________________________(Date)
Return
form to [NAME].
