{"id":38205,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1993-non-employee-directors-stock-plan-procter-amp-gamble.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1993-non-employee-directors-stock-plan-procter-amp-gamble","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1993-non-employee-directors-stock-plan-procter-amp-gamble.html","title":{"rendered":"1993 Non-Employee Directors&#8217; Stock Plan &#8211; Procter &#038; Gamble Co."},"content":{"rendered":"<pre>\n\n          The Procter &amp; Gamble 1993 Non-Employee Directors' Stock Plan\n\n\n\n\n\n   2\n\n\n\n                THE PROCTER &amp; GAMBLE 1993 NON-EMPLOYEE DIRECTORS'\n                                   STOCK PLAN\n                         (AS AMENDED DECEMBER 12, 2000)\n\n\nARTICLE A -- PURPOSE.\n\nThe purpose of The Procter &amp; Gamble 1993 Non-Employee Directors' Stock\nPlan (hereinafter referred to as the \"Plan\") is to strengthen the \nalignment of interests between non-employee Directors (hereinafter \nreferred to as \"Participants\") and the shareholders of The Procter &amp; Gamble Company (hereinafter referred to as the \"Company\") through the \nincreased ownership of shares of the Company's Common Stock. This will \nbe accomplished by allowing Participants to elect voluntarily to \nconvert a portion or all of their cash fees for services as a Director \ninto Common Stock, by granting Participants a fixed value of shares of \nCommon Stock restricted until retirement (hereinafter referred to as \n\"Retirement Shares\") and by granting Participants non-qualified\noptions to purchase shares of Common Stock (hereinafter referred to \nas \"Stock Options\").\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 \n\"Non-Employee Directors\" as defined in Rule 16b-3 under the Securities \nExchange Act of 1934, as amended, or any successor rule or definition \nadopted by the Securities and Exchange Commission, to be appointed by \nthe Board from time to time and to serve at the discretion of the\nBoard.\n\n2. It shall be the duty of the Committee to administer this Plan in\naccordance with its provisions and to make such recommendations of \namendments or otherwise as it deems necessary or appropriate. A \ndecision by a majority of the Committee shall govern all actions of \nthe Committee.\n\n3. Subject to the express provisions of this Plan, the Committee shall\nhave authority to allow Participants the right to elect to receive \nfees for services as a director in either cash or an equivalent amount \nof whole shares of Common Stock of the Company, or partly in cash and \npartly in whole shares of the Common Stock of the Company, subject to \nsuch conditions or restrictions, if any, as the Committee may \ndetermine. The Committee also has the authority to make all other \ndeterminations it deems necessary or advisable for administering this\nPlan.\n\n4. The Committee may establish from time to time such regulations,\nprovisions, and procedures within the terms of this Plan as, in its \nopinion, may be advisable in the administration of this Plan.\n\n5. The Committee may designate the Secretary of the Company or other\nemployees of the Company to assist the Committee in the administration \nof this Plan and may grant authority to such persons to execute \ndocuments on behalf of the Committee.\n\nARTICLE C -- PARTICIPATION.\n\n\n\n\n\n                                       1\n   3\n\n\n         Participation in the Plan shall be limited to all non-employee\nDirectors of the Company.\n\nARTICLE D -- LIMITATION ON NUMBER OF SHARES FOR THE PLAN.\n\n         The total number of shares of Common Stock of the Company that may be\nawarded each year shall not exceed 50,000 shares.\n\nARTICLE E -- SHARES SUBJECT TO USE UNDER THE PLAN.\n\n         Shares of Common Stock to be awarded under the terms of this Plan shall\nbe treasury shares.\n\nARTICLE F -- RETIREMENT SHARES\n\n         1. Commencing January 2, 1997 and on the first business day in each\nJanuary thereafter, each Participant shall receive Retirement Shares with a fair\nmarket value of $20,000 on the date of grant.\n\n         2. All shares awarded under this Article shall be valued as set forth\nin Article I.\n\nARTICLE G -- STOCK OPTIONS.\n\n         1. The Committee may, from time to time, grant Participants a Stock\nOption to purchase shares of Common Stock having an exercise price of one\nhundred percent (100%) of the fair market value of the Common Stock on the date\nof the grant.\n\n         2. The Stock Options shall have a term of fifteen (15) years from the\ndate of grant, subject to earlier termination as provided herein, and shall be\nexercisable three (3) years from the date of grant, except in the case of death,\nin which case the Stock Options shall be immediately exercisable.\n\n         3. Stock Options are not transferable other than by will or by the laws\nof descent and distribution. Legatees, distributees and duly appointed executors\nand administrators of the estate of a deceased Participant shall have the right\nto exercise such Stock Options at any time prior to the expiration date of the\nStock Options.\n\n         4. If a Participant ceases to be a Director while holding unexercised\nStock Options, such stock options are then void, except in the case of (i)\ndeath, (ii) disability, (iii) retirement at the end of a term, (iv) retirement\nafter attaining the age of sixty-nine (69) or (v) resignation from the Board for\nreasons of the antitrust laws or the conflict of interest, corporate governance\nor continued service policies.\n\n         5. Upon the exercise of a Stock Option, payment in full of the exercise\nprice shall be made by the Participant. The exercise price may be paid for by\nthe Participant either in cash, shares of the Common Stock of the Company to be\nvalued at their fair market value on the date of exercise, or a combination\nthereof.\n\nARTICLE H -- ADJUSTMENTS.\n\n\n\n\n\n\n                                       2\n   4\n\n         The amount of shares authorized to be issued annually under this Plan\nwill be subject to appropriate adjustment in the event of future stock splits,\nstock dividends, or other changes in capitalization of the Company to prevent\nthe dilution or enlargement of rights under this Plan; following any such\nchange, the term \"Common Stock\" shall be deemed to refer to such class of shares\nor other securities as may be applicable. The number of shares and exercise\nprices covered by outstanding Stock Options and the number of shares to be\ngranted as Stock Options pursuant to Article F, paragraph 1 shall be adjusted to\ngive effect to any such stock splits, stock dividends, or other changes in the\ncapitalization.\n\nARTICLE I -- TRANSFER OF SHARES.\n\n         1. The Committee may transfer Common Stock of the Company under the\nPlan subject to such conditions or restrictions, if any, as the Committee may\ndetermine. The conditions and restrictions may vary from time to time and may be\nset forth in agreements between the Company and the Participant or in the awards\nof stock to them, all as the Committee determines.\n\n         2. The shares awarded shall be valued at the average of the high and\nlow quotations for Common Stock of the Company on the New York Stock Exchange on\nthe day of the transfer to a Participant. All shares awarded shall be full\nshares, rounded up to the nearest whole share.\n\nARTICLE J -- ADDITIONAL PROVISIONS.\n\n         1. The Board may, at any time, repeal this Plan or may amend it from\ntime to time except that no such amendment may amend this paragraph, increase\nthe annual aggregate number of shares subject to this Plan, or alter the persons\neligible to participate in this Plan. The Participants and the Company shall be\nbound by any such amendments as of their effective dates, but if any outstanding\nawards are affected, notice thereof shall be given to the holders of such awards\nand such amendments shall not be applicable to such holder without his or her\nwritten consent. If this Plan is repealed in its entirety, all theretofore\nawarded shares subject to conditions or restrictions transferred pursuant to\nthis Plan shall continue to be subject to such conditions or restrictions.\n\n         2. Every recipient of shares pursuant to this Plan shall be bound by\nthe terms and provisions of this Plan and of the transfer of shares agreement\nreferable thereto, and the acceptance of any transfer of shares pursuant to this\nPlan shall constitute a binding agreement between the recipient and the Company.\n\n         3. 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\n               13(d) or 14(d) of the Exchange Act), immediately after which such\n               Person has \"Beneficial Ownership\" (within the meaning of Rule\n               13d-3 promulgated under the Exchange Act) of twenty percent (20%)\n               or more of the then \n\n\n\n                                       3\n   5\n\n               outstanding Shares or the combined voting power of the Company's\n               then outstanding Voting Securities; provided, however, in\n               determining whether a Change in Control has occurred pursuant to\n               this Section 4(a), Shares or Voting Securities which are acquired\n               in a \"Non-Control Acquisition\" (as hereinafter defined) shall not\n               constitute an acquisition which would cause a Change in Control.\n               A \"Non-Control Acquisition\" shall mean an acquisition by (i) an\n               employee benefit plan (or a trust forming a part thereof)\n               maintained by (A) the Company or (B) any corporation or other\n               Person of which a majority of its voting power or its voting\n               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\n               (as hereinafter defined) which results in a Parent Corporation\n               (as 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\n               this Plan, be considered as a member of the Incumbent Board;\n               provided further, however, that no individual shall be considered\n               a member of the Incumbent Board if such individual initially\n               assumed office as a result of either an actual or threatened\n               \"Election Contest\" (as described in Rule 14a-11 promulgated under\n               the Exchange Act) or other actual or threatened solicitation of\n               proxies or consents by or on behalf of a Person other than the\n               Board (a \"Proxy Contest\") including by reason of any agreement\n               intended to avoid or settle any Election Contest or Proxy\n               Contest; or\n\n          (c)  The consummation of:\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%) of\n                         the combined voting power of the outstanding voting\n                         securities of (x) the corporation resulting from such\n                         Merger (the \"Surviving Corporation\") if fifty percent\n                         (50%) or more of the combined voting power of the then\n                         outstanding voting securities of the Surviving\n                         Corporation is not Beneficially Owned, directly or\n                         indirectly by another Person (a \"Parent Corporation\"),\n                         or (y) if there is one or more Parent Corporations, the\n                         ultimate Parent Corporation;\n\n                    (B)  the individuals who were members of the Incumbent Board\n                         immediately prior to the execution of the agreement\n                         providing for such Mergerconstitute at least half of\n                         the members of the board of directors of (x) the\n                         Surviving Corporation, if there is no Parent\n                         Corporation, or (y) if\n\n\n\n\n                                       4\n   6\n\n                         there is one or more Parent Corporations, the ultimate\n                         Parent Corporation; and\n\n                    (C)  no Person other than (1) the Company, (2) any Related\n                         Entity, (3) any employee benefit plan (or any trust\n                         forming a part thereof) that, immediately prior to such\n                         Merger was maintained by the Company or any Related\n                         Entity, or (4) any Person who, immediately prior to\n                         such merger, consolidation or reorganization had\n                         Beneficial Ownership of twenty percent (20%) or more of\n                         the then outstanding Voting Securities or Shares, has\n                         Beneficial Ownership of twenty percent (20%) or more of\n                         the combined voting power of the outstanding voting\n                         securities or common stock of (x) the Surviving\n                         Corporation if there is no Parent Corporation, or (y)\n                         if there is one or more Parent Corporations, the\n                         ultimate Parent 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 of\n                    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 of\n                    assets being regarded as a Merger for this purpose or the\n                    distribution to the Company's stockholders of the stock of a\n                    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 K -- DURATION OF PLAN.\n\n         This Plan shall be effective as of January 1, 1994. This Plan will\nterminate on December 31, 2003 unless a different termination date is fixed by\nthe shareholders or by action of the Board but no such termination shall affect\nthe prior rights under this Plan of the Company or of anyone to whom shares have\nbeen transferred prior to such termination.\n\n\n\n\nPlan adopted November 9, 1993\nPlan Amended January 10, 1995\nPlan Amended June 11, 1996\nAdjusted for August 22, 1997 stock split \n\n\n\n\n\n\n\n                                       5\n   7\n\nPlan amended January 12, 1999 \nPlan amended July 11, 2000 \nPlan amended December 12, 2000\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":[9539,9543],"class_list":["post-38205","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__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38205","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=38205"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38205"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38205"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38205"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}