{"id":38199,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-stock-plan-procter-amp-gamble-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-plan-procter-amp-gamble-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-plan-procter-amp-gamble-co.html","title":{"rendered":"1992 Stock Plan &#8211; Procter &#038; Gamble Co."},"content":{"rendered":"<pre>                      The Procter &amp; Gamble 1992 Stock Plan\n\n\n\n\n\n   2\n\n\n                      THE PROCTER &amp; GAMBLE 1992 STOCK PLAN\n                           (as amended June 12, 2001)\n\nARTICLE A - PURPOSE.\n\nThe purpose of The Procter &amp; Gamble 1992 Stock Plan (hereinafter \nreferred to as the \"Plan) is to encourage those employees of The \nProcter &amp; Gamble Company (hereinafter referred to as the \"Company\") \nand its subsidiaries who are largely responsible for the long-term \nsuccess and development of the business to strengthen the alignment of \ninterests between employees and the Company's shareholders through the \nincreased ownership of shares of the Company's Common Stock, and to \nencourage those employees to remain in the employ of the Company\nand its subsidiaries. This will be accomplished through the granting \nto employees of options to purchase shares of the Common Stock of the \nCompany, payment of a portion of the employees' remuneration in shares \nof the Common Stock, and the granting to them by the Company and a \nsubsidiary, if appropriate, of deferred awards related to the increase \nin the price of the Common Stock of the Company as provided by the \nterms and conditions set forth in the Plan.\n\nARTICLE B - ADMINISTRATION.\n\n1. The Plan shall be administered by the Compensation Committee\n(hereinafter referred to as the \"Committee\") of the Board of Directors \nof the Company (hereinafter referred to as the \"Board\"), or such other \ncommittee as may be designated by the Board. The Committee shall \nconsist of not less than three (3) members of the Board who are \nneither officers nor employees, or members of the Board who are \n\"Non-Employee Directors\" as defined in Rule 16b-3 under the Securities \nExchange Act of 1934, as amended (hereinafter referred to as the\n\"1934 Act\"), or any successor rule or definition adopted by the \nSecurities and Exchange Commission, to be appointed by the Board from \ntime to time and to serve at the discretion of the Board.\n\n2. It shall be the duty of the Committee to administer this Plan in\naccordance with its provisions, to report thereon not less than once \neach year to the Board and to make such recommendations of amendments \nor otherwise as it deems necessary or appropriate. A decision by a \nmajority of the Committee shall govern all actions of the Committee.\n\n3. Subject to the express provisions of this Plan, the Committee shall \nhave authority: to grant nonstatutory and incentive stock options; to \ngrant to recipients stock appreciation rights either freestanding, in \ntandem with simultaneously granted stock options, or in parallel with \nsimultaneously granted stock options; to award a portion of a \nrecipient's remuneration in shares of Common Stock of the Company \nsubject to such conditions or restrictions, if any, as the Committee \nmay determine; to determine all the terms and provisions of the\nrespective stock option, stock appreciation right, and stock award \nagreements including setting the dates when each stock option or stock \nappreciation right or part thereof may be exercised and determining \nthe conditions and restrictions, if any, of any shares of Common Stock \nacquired through the exercise of any stock option; and to make all \nother determinations it deems necessary or advisable for administering \nthis Plan; provided, however, the Committee shall have the further \nauthority at time of grant to:\n\n     (a)  waive the provisions of Article F, paragraph 1(a);\n\n     (b)  waive the provisions of Article F, paragraph 1(b);\n\n     (c)  waive the provisions of Article G, paragraph 4(a); and\n\n\n\n\n\n                                       1\n   3\n\n     (d)  impose conditions in lieu of those set forth in Article G, paragraphs\n          4 through 7, for nonstatutory stock options, stock appreciation\n          rights, and stock award grants which do not increase or extend the\n          rights of the recipient,\n\nto take into consideration the differences, limitations, and requirements of\nforeign laws or conditions including tax regulations, exchange controls or\ninvestment restrictions, possible unenforceability of any part of this Plan, or\nother matters deemed appropriate by it.\n\n     4. The Committee may establish from time to time such regulations,\nprovisions, and procedures within the terms of this Plan as, in its opinion, may\nbe advisable in the administration of this Plan.\n\n     5. The Committee may designate the Secretary of the Company or other\nemployees of the Company to assist the Committee in the administration of this\nPlan and may grant authority to such persons to execute documents on behalf of\nthe Committee.\n\nARTICLE C -- PARTICIPATION.\n\n     The Committee shall select those employees of the Company and its\nsubsidiaries who, in the opinion of the Committee, have demonstrated a capacity\nfor contributing in a substantial manner to the success of such companies and\nshall determine the number of shares of the Common Stock of the Company to be\ntransferred under this Plan subject to such conditions or restrictions as the\nCommittee may determine and the number of shares with respect to which stock\noptions or stock appreciation rights will be granted. The Committee may consult\nwith the Chief Executive, but nevertheless the Committee has the full authority\nto act, and the Committee's actions shall be final.\n\nARTICLE D -- LIMITATION ON NUMBER OF SHARES FOR THE PLAN.\n\n     1. Unless otherwise authorized by the shareholders, the maximum aggregate\nnumber of shares available for award under this Plan for each calendar year the\nPlan is in effect shall be one percent (1%) of the total issued shares of Common\nStock of the Company as of June 30 of the immediately preceding fiscal year.\n\n     2. Any of the authorized shares may be used in respect of any of the types\nof awards described in this Plan, except that no more than twenty-five percent\n(25%) of the authorized shares in any calendar year may be issued as restricted\nor unrestricted stock and no more than 50,000,000 of the authorized shares\nduring the term of the Plan may be issued as incentive stock options.\n\n     3. Any authorized shares not used in a calendar year shall be available for\nawards under this Plan in succeeding calendar years.\n\nARTICLE E -- SHARES SUBJECT TO USE UNDER THE PLAN.\n\n     1. The shares to be delivered by the Company upon exercise of stock options\nor stock appreciation rights shall be either authorized but unissued shares or\ntreasury shares, as determined by the Board. In the case of redemption of stock\nappreciation rights by one of the Company's subsidiaries, such shares shall be\nshares acquired by that subsidiary. Notwithstanding any terms or conditions\ncontained herein, the shares to be delivered by the Company upon exercise of\nstock options or stock appreciation rights by a participant located in Italy\nshall be authorized but unissued shares.\n\n     2. For purposes of this Plan, restricted or unrestricted stock awarded\nunder the terms of this Plan shall be authorized but unissued shares, treasury\nshares, or shares acquired for purposes of the Plan by the Company or a\nsubsidiary, as determined by the Board.\n\n\n\n\n                                       2\n   4\n\nARTICLE F -- STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.\n\n     1. In addition to such other conditions as may be established by the\nCommittee, in consideration of the granting of stock options or stock\nappreciation rights under the terms of this Plan, the recipient agrees as\nfollows:\n\n     (a)  The right to exercise any stock option or stock appreciation right\n          shall be conditional upon certification by the recipient at time of\n          exercise that the recipient intends to remain in the employ of the\n          Company or one of its subsidiaries (except in cases of retirement,\n          disability or Special Separation as defined in section 6 of Article G)\n          for at least one (1) year following the date of the exercise of the\n          stock option or stock appreciation right, and,\n\n     (b)  In order to better protect the goodwill of the Company and its\n          subsidiaries and to prevent the disclosure of the Company's or it\n          subsidiaries' trade secrets and confidential information and thereby\n          help insure the long-term success of the business, the recipient,\n          without prior written consent of the Company, will not engage in any\n          activity or provide any services, whether as a director, manager,\n          supervisor, employee, adviser, consultant or otherwise, for a period\n          of three (3) years following the date of the recipient's termination\n          of employment with the Company (except for terminations of employment\n          resulting from retirement or Special Separation), in connection with\n          the manufacture, development, advertising, promotion, or sale of any\n          product which is the same as or similar to or competitive with any\n          products of the Company or its subsidiaries (including both existing\n          products as well as products known to the recipient, as a consequence\n          of the recipient's employment with the Company or one of its\n          subsidiaries, to be in development):\n\n          (1)  with respect to which the recipient's work has been directly\n               concerned at any time during the two (2) years preceding\n               termination of employment with the Company or one of its\n               subsidiaries or\n\n          (2)  with respect to which during that period of time the recipient,\n               as a consequence of the recipient's job performance and duties,\n               acquired knowledge of trade secrets or other confidential\n               information of the Company or its subsidiaries.\n\n          For purposes of this section, it shall be conclusively presumed that\n          recipients have knowledge of information they were directly exposed to\n          through actual receipt or review of memos or documents containing such\n          information, or through actual attendance at meetings at which such\n          information was discussed or disclosed.\n\n     (c)  The provisions of this Article are not in lieu of, but are in addition\n          to the continuing obligation of the recipient (which recipient hereby\n          acknowledges) to not use or disclose the Company's or its\n          subsidiaries' trade secrets and confidential information known to the\n          recipient until any particular trade secret or confidential\n          information become generally known (through no fault of the\n          recipient), whereupon the restriction on use and disclosure shall\n          cease as to that item. Information regarding products in development,\n          in test marketing or being marketed or promoted in a discrete\n          geographic region, which information the Company or one of its\n          subsidiaries is considering for broader use, shall not be deemed\n          generally known until such broader use is actually commercially\n          implemented. As used in this Article, \"generally known\" means known\n          throughout the domestic U. S. industry or, in the case of recipients\n          who have job responsibilities outside of the United States, the\n          appropriate foreign country or countries' industry.\n\n     (d)  By acceptance of any offered stock option or stock appreciation rights\n          granted under the terms of this Plan, the recipient acknowledges that\n          if the recipient were, without authority, to\n\n\n\n\n\n                                       3\n   5\n\n          use or disclose the Company's or any of its subsidiaries' trade\n          secrets or confidential information or threaten to do so, the Company\n          or one of its subsidiaries would be entitled to injunctive and other\n          appropriate relief to prevent the recipient from doing so. The\n          recipient acknowledges that the harm caused to the Company by the\n          breach or anticipated breach of this Article is by its nature\n          irreparable because, among other things, it is not readily susceptible\n          of proof as to the monetary harm that would ensue. The recipient\n          consents that any interim or final equitable relief entered by a court\n          of competent jurisdiction shall, at the request of the Company or one\n          of its subsidiaries, be entered on consent and enforced by any court\n          having jurisdiction over the recipient, without prejudice to any\n          rights either party may have to appeal from the proceedings which\n          resulted in any grant of such relief.\n\n     (e)  If any of the provisions contained in this Article shall for any\n          reason, whether by application of existing law or law which may\n          develop after the recipient's acceptance of an offer of the granting\n          of stock appreciation rights or stock options, be determined by a\n          court of competent jurisdiction to be overly broad as to scope of\n          activity, duration, or territory, the recipient agrees to join the\n          Company or any of its subsidiaries in requesting such court to\n          construe such provision by limiting or reducing it so as to be\n          enforceable to the extent compatible with then applicable law. If any\n          one or more of the terms, provisions, covenants, or restrictions of\n          this Article shall be determined by a court of competent jurisdiction\n          to be invalid, void or unenforceable, then the remainder of the terms,\n          provisions, covenants, and restrictions of this Article shall remain\n          in full force and effect and shall in no way be affected, impaired, or\n          invalidated.\n\n     2. The fact that an employee has been granted a stock option or a stock\nappreciation right under this Plan shall not limit the right of the employer to\nterminate the recipient's employment at any time. The Committee is authorized to\nsuspend or terminate any outstanding stock option or stock appreciation right\nfor actions taken prior to termination of employment if the Committee determines\nthe recipient has acted significantly contrary to the best interests of the\nCompany.\n\n     3. More than one stock option or stock appreciation right may be granted to\nany employee under this Plan but the maximum number of shares with respect to\nwhich stock options or stock appreciation rights may be granted to any employee\nin any calendar year shall not exceed five percent (5%) of the number of shares\nwhich can be issued or transferred annually hereunder.\n\n     4. The aggregate fair market value (determined at the time when the\nincentive stock option is exercisable for the first time by an employee during\nany calendar year) of the shares for which any employee may be granted incentive\nstock options under this Plan and all other stock option plans of the Company\nand its subsidiaries in any calendar year shall not exceed $100,000 (or such\nother amount as reflected in the limits imposed by Section 422(d) of the\nInternal Revenue Code of 1986, as it may be amended from time to time).\n\n     5. If the Committee grants incentive stock options, all such stock options\nshall contain such provisions as permit them to qualify as \"incentive stock\noptions\" within the meaning of Section 422 of the Internal Revenue Code of 1986,\nas may be amended from time to time.\n\n     6. With respect to stock options granted in tandem with or parallel to\nstock appreciation rights, the exercise of either such stock options or such\nstock appreciation rights will result in the simultaneous cancellation of the\nsame number of tandem or parallel stock appreciation rights or stock options, as\nthe case may be.\n\n     7. The exercise price for all stock options and stock appreciation rights\nshall be established by the Committee at the time of their grant and shall be\nnot less than one hundred percent (100%) of the fair market value of the Common\nStock of the Company on the date of grant.\n\n\n\n\n\n                                       4\n   6\n\nARTICLE G -- EXERCISE OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.\n\n     1. All stock options and stock appreciation rights granted hereunder shall\nhave a maximum life of no more than fifteen (15) years from the date of grant;\nprovided, however, that any stock options or stock appreciation rights with a\nlife of more than ten (10) years from the date of grant that have been\nconditionally granted to the Chief Executive or to any other executive officer\nsubject to the provisions of Section 162(m) of the Internal Revenue Code and\nsubject to taxation under United States law, as it may be amended from time to\ntime, prior to the annual meeting of shareholders scheduled for October 12, 1999\nshall automatically be canceled effective October 12, 1999 if the shareholders\ndo not adopt a resolution at such annual meeting approving grants to such\nofficers with a maximum life of up to fifteen (15) years from the date of grant.\n\n     2. No stock options or stock appreciation rights shall be exercisable\nwithin one (1) year from their date of grant, except in the case of the death of\nthe recipient.\n\n     3. During the lifetime of the recipient, stock options and stock\nappreciation rights may be exercised only by the recipient personally, or, in\nthe event of the legal incompetence of the recipient, by the recipient's duly\nappointed legal guardian.\n\n     4. In case a recipient of stock options or stock appreciation rights ceases\nto be an employee of the Company or any of its subsidiaries while holding an\nunexercised stock option or stock appreciation right:\n\n     (a)  Any unexercisable portions thereof are then void, except in the case\n          of: (1) death of the recipient; (2) any Special Separation (as defined\n          in section 6 of this Article G) that occurs more than six months from\n          the date the options were granted; or (3) any option as to which the\n          Committee has waived, at the time of grant, the provisions of this\n          Article G, paragraph 4(a) pursuant to the authority granted by Article\n          B, paragraph 3.\n\n     (b)  Any exercisable portions thereof are then void, except in the case of\n          death, retirement in accordance with the provisions of any appropriate\n          profit sharing or retirement plan of the Company or any of its\n          subsidiaries, or Special Separation (as defined in section 6 of this\n          Article G) of the recipient.\n\n     5. In the case of the death of a recipient of stock options or stock\nappreciation rights while an employee of the Company or any of its subsidiaries,\nthe persons to whom the stock options or stock appreciation rights have been\ntransferred by will or the laws of descent and distribution shall have the\nprivilege of exercising remaining stock options, stock appreciation rights or\nparts thereof, whether or not exercisable on the date of death of such employee,\nat any time prior to the expiration date of the stock options or stock\nappreciation rights.\n\n     6. Termination of employment under the permanent disability provision of\nany appropriate profit sharing or retirement plan of the Company or any of its\nsubsidiaries shall be deemed the same as retirement. Special Separation means\nany termination of employment, except a termination for cause or a voluntary\nresignation that is not initiated or encouraged by the Company, that occurs\nprior to the time a recipient is eligible to retire. The death of a recipient of\nstock options or stock appreciation rights subsequent to retirement or Special\nSeparation shall not render exercisable stock options or stock appreciation\nrights which were unexercisable at the time of the retirement or Special\nSeparation. The persons to whom the exercisable stock options or stock\nappreciation rights have been transferred by will or the laws of descent and\ndistribution shall have the privilege of exercising such remaining stock\noptions, stock appreciation rights or parts thereof, at any time prior to the\nexpiration date of the stock options or stock appreciation rights.\n\n\n\n\n                                       5\n   7\n\n     7. Stock options and stock appreciation rights are not transferable other\nthan by will or by the laws of descent and distribution. For the purpose of\nexercising stock options or stock appreciation rights after the death of the\nrecipient, the duly appointed executors and administrators of the estate of the\ndeceased recipient shall have the same rights with respect to the stock options\nand stock appreciation rights as legatees or distributees would have after\ndistribution to them from the recipient's estate.\n\n     8. Upon the exercise of stock appreciation rights, the recipient shall be\nentitled to receive a redemption differential for each such stock appreciation\nright which shall be the difference between the then fair market value of one\nshare of the Common Stock of the Company and the exercise price of one stock\nappreciation right then being exercised. In the case of the redemption of stock\nappreciation rights by a subsidiary of the Company not located in the United\nStates, the redemption differential shall be calculated in United States dollars\nand converted to the appropriate local currency on the exercise date. As\ndetermined by the Committee, the redemption differential may be paid in cash,\nCommon Stock of the Company to be valued at its fair market value on the date of\nexercise, any other mode of payment deemed appropriate by the Committee or any\ncombination thereof. The number of shares with respect to which stock\nappreciation rights are being exercised shall not be available for granting\nfuture stock options or stock appreciation rights under this Plan.\n\n     9. The Committee may, in its sole discretion, permit a stock option which\nis being exercised either (a) by an optionee whose retirement is imminent or who\nhas retired or (b) after the death of the optionee, to be surrendered, in lieu\nof exercise, for an amount equal to the difference between the stock option\nexercise price and the fair market value of shares of the Common Stock of the\nCompany on the day the stock option is surrendered, payment to be made in shares\nof the Company's Common Stock which are subject to this Plan valued at their\nfair market value on such date, cash, or a combination thereof, in such\nproportion and upon such terms and conditions as shall be determined by the\nCommittee. The difference between the number of shares subject to stock options\nso surrendered and the number of shares, if any, issued upon such surrender\nshall represent shares which shall not be available for granting future stock\noptions under this Plan.\n\n     10. Time spent on leave of absence shall be considered as employment for\nthe purposes of this Plan. Leave of absence means any period of time away from\nwork granted to any employee by his or her employer because of illness, injury,\nor other reasons satisfactory to the employer.\n\n     11. The Company reserves the right from time to time to suspend the\nexercise of any stock option or stock appreciation right where such suspension\nis deemed by it necessary or appropriate for corporate purposes. No such\nsuspension shall extend the life of the stock option or stock appreciation right\nbeyond its expiration date, and in no event will there be a suspension in the\nfive (5) calendar days immediately preceding the expiration date.\n\nARTICLE H -- PAYMENT FOR STOCK OPTIONS.\n\n     Upon the exercise of a stock option, payment in full of the exercise price\nshall be made by the optionee. As determined by the Committee, the stock option\nexercise price may be paid for by the optionee either in cash, shares of the\nCommon Stock of the Company to be valued at their fair market value on the date\nof exercise, a combination thereof, or such other method as determined by the\nCommittee.\n\nARTICLE I -- TRANSFER OF SHARES.\n\n     1. The Committee may transfer Common Stock of the Company under the Plan\nsubject to such conditions or restrictions, if any, as the Committee may\ndetermine. The conditions and restrictions may vary from time to time and with\nrespect to particular employees or group of employees and may be set \n\n\n\n                                       6\n   8\n\nforth in agreements between the Company and the employee or in the awards of\nstock to them, all as the Committee determines. It is contemplated that the\nconditions and restrictions established by the Committee will be consistent with\nthe objectives of this Plan and may be of the following types. In giving these\nexamples, it is not intended to restrict the Committee's authority to impose\nother restrictions or conditions, or to waive restrictions or conditions under\ncircumstances deemed by the Committee to be appropriate and not contrary to the\nbest interests of the Company.\n\n       (a)    Restrictions\n\n              The employee will not be able to sell, pledge, or dispose of the\n              shares during a specified period except in accordance with the\n              agreement or award. Such restrictions will lapse either after a\n              period of, for example, five years, or in fifteen or fewer annual\n              installments following retirement or termination of employment, as\n              the Committee from time to time may determine. However, upon the\n              transfer of shares subject to restrictions, an employee will have\n              all incidents of ownership in the shares, including the right to\n              dividends (unless otherwise restricted by the Committee), to vote\n              the shares, and to make gifts of them to family members (still\n              subject to the restrictions).\n\n       (b)    Lapse of Restrictions\n\n              In order to have the restrictions lapse, an employee may be\n              required to continue in the employ of the Company or a subsidiary\n              for a prescribed period of time. Exemption from this requirement\n              may be prescribed in the case of death, disability, or retirement,\n              or as otherwise prescribed by the Committee.\n\nARTICLE J -- ADJUSTMENTS.\n\n       The amount of shares authorized to be issued annually under this Plan\nwill be subject to appropriate adjustments in their numbers in the event of\nfuture stock splits, stock dividends, or other changes in capitalization of the\nCompany occurring after the date of approval of this Plan by the Company's\nshareholders to prevent the dilution or enlargement of rights under this Plan;\nfollowing any such change, the term \"Common Stock\" shall be deemed to refer to\nsuch class of shares or other securities as may be applicable. The number of\nshares and exercise prices covered by outstanding stock options and stock\nappreciation rights shall be adjusted to give effect to any such stock splits,\nstock dividends, or other changes in the capitalization.\n\nARTICLE K -- ADDITIONAL PROVISIONS.\n\n       1. The Board may, at any time, repeal this Plan or may amend it from time\nto time except that no such amendment may amend this paragraph, increase the\nannual aggregate number of shares subject to this Plan, reduce the price at\nwhich stock options or stock appreciation rights may be granted, exercised, or\nsurrendered, alter the class of employees eligible to receive stock options, or\nincrease the percentage of shares authorized to be transferred as restricted or\nunrestricted stock. The recipient of awards under this Plan and the Company\nshall be bound by any such amendments as of their effective dates, but if any\noutstanding stock options or stock appreciation rights are affected, notice\nthereof shall be given to the holders of such stock options and stock\nappreciation rights and such amendments shall not be applicable to such holder\nwithout his or her written consent. If this Plan is repealed in its entirety,\nall theretofore granted unexercised stock options or stock appreciation rights\nshall continue to be exercisable in accordance with their terms and shares\nsubject to conditions or restrictions transferred pursuant to this Plan shall\ncontinue to be subject to such conditions or restrictions.\n\n       2. In the case of an employee of a subsidiary company, performance under\nthis Plan, including the transfer of shares of the Company, may be by the\nsubsidiary. Nothing in this Plan shall affect the \n\n\n\n\n\n\n                                       7\n   9\n\nright of the Company or any subsidiary to terminate the employment of any\nemployee with or without cause. None of the participants, either individually or\nas a group, and no beneficiary or other person claiming under or through any\nparticipant, shall have any right, title, or interest in any shares of the\nCompany purchased or reserved for the purpose of this Plan except as to such\nshares, if any, as shall have been granted or transferred to him or her. Nothing\nin this Plan shall preclude the issuance or transfer of shares of the Company to\nemployees under any other plan or arrangement now or hereafter in effect.\n\n       3. \"Subsidiary\" means any company in which greater than fifty percent\n(50%) of the total combined voting power of all classes of stock is owned,\ndirectly or indirectly, by the Company. In addition, the Board may designate for\nparticipation in this Plan as a \"subsidiary,\" except for the granting of\nincentive stock options, those additional companies affiliated with the Company\nin which the Company's direct or indirect stock ownership is less than fifty\npercent (50%) of the total combined voting power of all classes of such\ncompany's stock.\n\n       4. Notwithstanding anything to the contrary in the this Plan, stock\noptions and stock appreciation rights granted hereunder shall vest immediately\nand any conditions or restrictions on Common Stock shall lapse upon a \"Change in\nControl.\" A \"Change in Control\" shall mean the occurrence of any of the\nfollowing:\n\n       (a)    An acquisition (other than directly from the Company) of any\n              voting securities of the Company (the \"Voting Securities\") by any\n              \"Person\" (as the term person is used for purposes of Section 13(d)\n              or 14(d) of the Exchange Act), immediately after which such Person\n              has \"Beneficial Ownership\" (within the meaning of Rule 13d-3\n              promulgated under the Exchange Act) of twenty percent (20%) or\n              more of the then outstanding Shares or the combined voting power\n              of the Company's then outstanding Voting Securities; provided,\n              however, in determining whether a Change in Control has occurred\n              pursuant to this Section 4(a), Shares or Voting Securities which\n              are acquired in a \"Non-Control Acquisition\" (as hereinafter\n              defined) shall not constitute an acquisition which would cause a\n              Change in Control. A \"Non-Control Acquisition\" shall mean an\n              acquisition by (i) an employee benefit plan (or a trust forming a\n              part thereof) maintained by (A) the Company or (B) any corporation\n              or other Person of which a majority of its voting power or its\n              voting equity securities or equity interest is owned, directly or\n              indirectly, by the Company (for purposes of this definition, a\n              \"Related Entity\"), (ii) the Company or any Related Entity, or\n              (iii) any Person in connection with a \"Non-Control Transaction\"\n              (as hereinafter defined);\n\n       (b)    The individuals who, as of July 11, 2000 are members of the Board\n              (the \"Incumbent Board\"), cease for any reason to constitute at\n              least half of the members of the Board; or, following a Merger (as\n              hereinafter defined) which results in a Parent Corporation (as\n              hereinafter defined), the board of directors of the ultimate\n              Parent Corporation; provided, however, that if the election, or\n              nomination for election by the Company's common stockholders, of\n              any new director was approved by a vote of at least two-thirds of\n              the Incumbent Board, such new director shall, for purposes of this\n              Plan, be considered as a member of the Incumbent Board; provided\n              further, however, that no individual shall be considered a member\n              of the Incumbent Board if such individual initially assumed office\n              as a result of either an actual or threatened \"Election Contest\"\n              (as described in Rule 14a-11 promulgated under the Exchange Act)\n              or other actual or threatened solicitation of proxies or consents\n              by or on behalf of a Person other than the Board (a \"Proxy\n              Contest\") including by reason of any agreement intended to avoid\n              or settle any Election Contest or Proxy Contest; or\n\n       (c)    The consummation of:\n\n\n\n\n\n                                       8\n   10\n\n              (i)    A merger, consolidation or reorganization with or into the\n                     Company or in which securities of the Company are issued (a\n                     \"Merger\"), unless such Merger is a \"Non-Control\n                     Transaction.\" A \"Non-Control Transaction\" shall mean a\n                     Merger where:\n\n                     (A)    the stockholders of the Company, immediately before\n                            such Merger own directly or indirectly immediately\n                            following such Merger at least fifty percent (50%)\n                            of the combined voting power of the outstanding\n                            voting securities of (x) the corporation resulting\n                            from such Merger (the \"Surviving Corporation\") if\n                            fifty percent (50%) or more of the combined voting\n                            power of the then outstanding voting securities of\n                            the Surviving Corporation is not Beneficially Owned,\n                            directly or indirectly by another Person (a \"Parent\n                            Corporation\"), or (y) if there is one or more Parent\n                            Corporations, the ultimate Parent Corporation;\n\n                     (B)    the individuals who were members of the Incumbent\n                            Board immediately prior to the execution of the\n                            agreement providing for such Merger constitute at\n                            least half of the members of the board of directors\n                            of (x) the Surviving Corporation, if there is no\n                            Parent Corporation, or (y) if there is one or more\n                            Parent Corporations, the ultimate Parent\n                            Corporation; and\n\n                     (C)    no Person other than (1) the Company, (2) any\n                            Related Entity, (3) any employee benefit plan (or\n                            any trust forming a part thereof) that, immediately\n                            prior to such Merger was maintained by the Company\n                            or any Related Entity, or (4) any Person who,\n                            immediately prior to such merger, consolidation or\n                            reorganization had Beneficial Ownership of twenty\n                            percent (20%) or more of the then outstanding Voting\n                            Securities or Shares, has Beneficial Ownership of\n                            twenty percent (20%) or more of the combined voting\n                            power of the outstanding voting securities or common\n                            stock of (x) the Surviving Corporation if there is\n                            no Parent Corporation, or (y) if there is one or\n                            more Parent Corporations, the ultimate Parent\n                            Corporation;\n\n              (ii)   A complete liquidation or dissolution of the Company; or\n\n              (iii)  The sale or other disposition of all or substantially all\n                     of the assets of the Company to any Person (other than a\n                     transfer to a Related Entity or under conditions that would\n                     constitute a Non-Control Transaction with the disposition\n                     of assets being regarded as a Merger for this purpose or\n                     the distribution to the Company's stockholders of the stock\n                     of a Related Entity or any other assets).\n\n         Notwithstanding the foregoing, a Change in Control shall not be deemed\nto occur solely because any Person (the \"Subject Person\") acquired Beneficial\nOwnership of more than the permitted amount of the then outstanding Shares or\nVoting Securities as a result of the acquisition of Shares or Voting Securities\nby the Company which, by reducing the number of Shares or Voting Securities then\noutstanding, increases the proportional number of shares Beneficially Owned by\nthe Subject Persons, provided that if a Change in Control would occur (but for\nthe operation of this sentence) as a result of the acquisition of Shares or\nVoting Securities by the Company, and after such share acquisition by the\nCompany, the Subject Person becomes the Beneficial Owner of any additional\nShares or Voting Securities which increases the percentage of the then\noutstanding Shares or Voting Securities Beneficially Owned by the Subject\nPerson, then a Change in Control shall occur.\n\nARTICLE L -- CONSENT.\n\n       Every recipient of a stock option, stock appreciation right, or transfer\nof shares pursuant to this Plan shall be bound by the terms and provisions of\nthis Plan and of the stock option, stock appreciation \n\n\n\n\n\n\n                                       9\n   11\n\nright, or transfer of shares agreement referable thereto, and the acceptance of\nany stock option, stock appreciation right, or transfer of shares pursuant to\nthis Plan shall constitute a binding agreement between the recipient and the\nCompany and its subsidiaries and any successors in interest to any of them. This\nPlan shall be governed by and construed in accordance with the laws of the State\nof Ohio, United States of America.\n\nARTICLE M -- DURATION OF PLAN.\n\n       This Plan will terminate on July 14, 2002 unless a different termination\ndate is fixed by the shareholders or by action of the Board of Directors, but no\nsuch termination shall affect the prior rights under this Plan of the Company\n(or any subsidiary) or of anyone to whom stock options or stock appreciation\nrights were granted prior thereto or to whom shares have been transferred prior\nto such termination.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       10\n   12\n\n\n                             ADDITIONAL INFORMATION\n\n1.       SHARES AWARDED AS A PORTION OF REMUNERATION\n\n         Any shares of Common Stock of the Company awarded as a portion of a\nparticipant's remuneration shall be valued at not less than one hundred percent\n(100%) of the fair market value of the Company's Common Stock on the date of the\naward. These shares may be subject to such conditions or restrictions as the\nCommittee may determine, including a requirement that the participant remain in\nthe employ of the Company or one of its subsidiaries for a set period of time,\nor until retirement. Failure to abide by any applicable restriction will result\nin forfeiture of the shares.\n\n2.       TAX EFFECTS\n\n         INCENTIVE STOCK OPTIONS\n\n                  With regard to tax effects which may accrue to the optionee,\n         counsel advises that if the optionee has continuously been an employee\n         from the time an option has been granted until at least three months\n         before it is exercised, under existing law no taxable income results to\n         the optionee from the exercise of an incentive stock option at the time\n         of exercise. However, the spread at exercise is an \"adjustment\" item\n         for alternative minimum tax purposes.\n\n                  Any gain realized on the sale or other disposition of stock\n         acquired on exercise of an incentive stock option is considered as\n         long-term capital gain for tax purposes if the stock has been held more\n         than two years after the date the option was granted and more than one\n         year after the date of exercise of the option. If the stock is disposed\n         of within one year after exercise, the lesser of any gain on such\n         disposition or the spread at exercise (i.e., the excess of the fair\n         market value of the stock on the date of exercise over the option\n         price) is treated as ordinary income, and any appreciation after the\n         date of exercise is considered long-term or short-term capital gain to\n         the optionee depending on the holding period prior to sale. However,\n         the spread at exercise (even if greater than the gain on the\n         disposition) is treated as ordinary income if the disposition is one on\n         which a loss, if sustained, is not recognized--e.g., a gift, a \"wash\"\n         sale or a sale to a related party. The amount of ordinary income\n         recognized by the optionee is treated as a tax deductible expense to\n         the Company. No other amount relative to an incentive stock option is a\n         tax deductible expense to the Company.\n\n         NONSTATUTORY STOCK OPTIONS\n\n                  With regard to tax effects which may accrue to the optionee,\n         counsel advises that under existing tax law gain taxable as ordinary\n         income to the optionee is deemed to be realized at the date of exercise\n         of the option, the gain on each share being the difference between the\n         market price on the date of exercise and the option price. This amount\n         is treated as a tax deductible expense to the Company at the time of\n         the exercise of the option. Any appreciation in the value of the stock\n         after the date of exercise is considered a long-term or short-term\n         capital gain to the optionee depending on whether or not the stock was\n         held for the appropriate holding period prior to sale.\n\n         STOCK APPRECIATION RIGHTS\n\n                  With regard to tax effects which may accrue to the recipient,\n         counsel advises that \"United States persons,\" as defined in the\n         Internal Revenue Code of 1986 (the \"I.R.C.\"), must recognize ordinary\n         income as of the date of exercise equal to the amount paid to the\n         recipient, i.e., the difference between the grant price and the value\n         of the shares on the date of exercise.\n\n\n\n\n                                       11\n   13\n\n         SHARES AWARDED AS A PORTION OF REMUNERATION\n\n                  With regard to tax effects which may accrue to the recipient,\n         counsel advises that \"United States persons\" as defined in the Internal\n         Revenue Code of 1986 (the \"I.R.C.\"), must recognize ordinary income in\n         the first taxable year in which the recipient's rights to the stock are\n         transferable or are not subject to a substantial risk of forfeiture,\n         whichever is applicable. Recipients who are \"United States persons\" may\n         also elect to include the income in their tax returns for the taxable\n         year in which they receive the shares by filing an election to do so\n         with the appropriate office of the Internal Revenue Service within 30\n         days of the date the shares are transferred to them.\n\n                  The amount includable in income is the fair market value of\n         the shares as of the day the shares are transferable or not subject to\n         a substantial risk of forfeiture, whichever is applicable; if the\n         recipient has elected to include the income in the year in which the\n         shares are received, the amount of income includable is the fair market\n         value of the shares at the time of transfer.\n\n                  For non-United States persons, the time when income is\n         realized, its measurement and its taxation, will depend on the laws of\n         the particular countries in which the recipients are residents and\/or\n         citizens at the time of transfer or when the shares are first\n         transferable and not subject to a substantial risk of forfeiture, as\n         the case may be. \"United States persons\" who receive shares awarded as\n         a portion of remuneration may also have tax consequences with respect\n         to the receipt of shares or the expiration of restrictions or\n         substantial risk of forfeiture on such shares under the laws of the\n         particular country other than the United States of which such person is\n         a resident or citizen.\n\n         Notwithstanding the above advice received by the Company, it is each\nindividual recipient's responsibility to check with his or her personal tax\nadviser as to the tax effects and proper handling of stock options, stock\nappreciation rights and Common Stock acquired. The above advice relates\nspecifically to the U.S. consequences of stock options, stock appreciation\nrights and Common Stock acquired, including the U.S. consequences to \"United\nStates persons\" whether or not resident in the U.S. In addition to U.S. tax\nconsequences, for all persons who are not U.S. residents, the time when income,\nif any, is realized, the measurement of such income and its taxation will also\ndepend on the laws of the particular country other than the U.S. of which such\npersons are resident and\/or citizens at the time of grant or the time of\nexercise, as the case may be.\n\n         The Plan is not subject to the qualification requirements of Section\n401(a) of the I.R.C.\n\n3.       EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974\n\n         The Plan is not subject to the provisions of the Employee Retirement\nIncome Security Act of 1974 (\"ERISA\"), as amended.\n\n4.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE\n\n         The following documents filed by the Company with the Securities and\nExchange Commission (File No. 1-434) pursuant to the 1934 Act are incorporated\ninto this document by reference:\n\n          1.   The Company's Annual Report on Form 10-K for the fiscal year\n               ended June 30, 1999;\n\n          2.   The Company's Quarterly Reports on Form 10-Q for the quarters\n               ended September 30, 1999, December 31, 1999 and March 31, 2000;\n               and \n\n          3.   All other documents filed by the Company pursuant to Sections\n               13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this\n               Prospectus and prior to the filing of a post-effective \n\n\n\n                                       12\n   14\n\n               amendment which indicates that all securities offered have been\n               sold or which deregisters all securities then remaining unsold.\n\n         The Company will provide without charge to each participant in the\nPlan, upon oral or written request, a copy of any or all of these documents\nother than exhibits to such documents, unless such exhibits are specifically\nincorporated by reference into such documents. In addition, the Company will\nprovide without charge to such participants a copy of the Company's most recent\nannual report to shareholders, proxy statement, and other communications\ndistributed generally to security holders of the Company. Requests for such\ncopies should be directed to Mr. Robert J. Thompson, Manager, Shareholder\nServices, The Procter &amp; Gamble Company, P.O. Box 5572, Cincinnati, Ohio 45201,\n(513) 983-3413.\n\n5.       ADDITIONAL INFORMATION\n\n         Additional information about the Plan and its administrators may be\nobtained from Mr. Terry L. Overbey, Secretary, The Procter &amp; Gamble Company, One\nProcter &amp; Gamble Plaza, Cincinnati, Ohio 45202, (513) 983-4463.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8583],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9545],"class_list":["post-38199","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-procter---gamble-co","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38199","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38199"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38199"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38199"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38199"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}