{"id":38433,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-stock-and-incentive-compensation-plan-procter-amp-gamble.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-stock-and-incentive-compensation-plan-procter-amp-gamble","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-stock-and-incentive-compensation-plan-procter-amp-gamble.html","title":{"rendered":"2001 Stock and Incentive Compensation Plan &#8211; Procter &#038; Gamble Co."},"content":{"rendered":"<pre>The Procter &amp; Gamble 2001 Stock and Incentive Compensation Plan\n\n\n   2\n\n\n\nTHE PROCTER &amp; GAMBLE 2001 STOCK AND INCENTIVE COMPENSATION PLAN\n\n\nARTICLE A -- PURPOSE.\n\nThe purposes of The Procter &amp; Gamble 2001 Stock and Incentive \nCompensation Plan (the \"Plan\") are to strengthen the alignment of \ninterests between those employees of The Procter &amp; Gamble Company (the \n\"Company\") and its subsidiaries who are largely responsible for the \nsuccess of the business (the \"Participants\") and the Company's \nshareholders through ownership behavior and the increased ownership of \nshares of the Company's common stock (the \"Common Stock\"), and to \nencourage the Participants to remain in the employ of the Company and \nits subsidiaries. This will be accomplished through the granting of\noptions to purchase shares of Common Stock, the granting of performance \nrelated awards, the payment of a portion of the Participants' \nremuneration in shares of Common Stock, and the granting of deferred \nawards related to the increase in the price of Common Stock.\n\nARTICLE B -- ADMINISTRATION.\n\n1. The Plan shall be administered by the Compensation Committee (the\n\"Committee\") of the Board of Directors of the Company (the \"Board\"), \nor such other committee as may be designated by the Board. The \nCommittee shall consist of not fewer than three (3) members of the \nBoard who are \"Non-Employee Directors\" as defined in Rule 16b-3 under \nthe Securities Exchange Act of 1934, as amended (the \"1934 Act\"), or \nany successor rule or definition adopted by the Securities and Exchange \nCommission, to be appointed by the Board from time to time and to \nserve at the discretion of the Board. The Committee may establish such \nregulations, provisions, and procedures within the terms of the Plan \nas, in its opinion, may be advisable for the administration and \noperation of the Plan, and may designate the Secretary of the Company \nor other employees of the Company to assist the Committee in the \nadministration and operation of the Plan and may grant authority to \nsuch persons to execute documents on behalf of the Committee. The \nCommittee shall report to the Board on the administration of the Plan \nnot less than once each year.\n\n2. Subject to the express provisions of the Plan, the Committee shall\nhave authority: to grant nonstatutory and incentive stock options; to \ngrant stock appreciation rights either freestanding or in tandem with \nsimultaneously granted stock options; to grant Performance Awards (as \ndefined in Article J); to award a portion of a Participant's \nremuneration in shares of Common Stock subject to such conditions or \nrestrictions, if any, as the Committee may determine; to determine all \nthe terms and provisions of the respective stock option, stock \nappreciation right, and stock award agreements including setting\nthe dates when each stock option or stock appreciation right or part \nthereof may be exercised and determining the conditions and \nrestrictions, if any, of any shares of Common Stock acquired through \nthe exercise of any stock option; to provide for special terms for \nany stock options, stock appreciation rights or stock awards granted \nto Participants who are foreign nationals or who are employed by the \nCompany or any of its subsidiaries outside of the United States\nof America in order to fairly accommodate for differences in local \nlaw, tax policy or custom and to approve such supplements to or \namendments, restatements or alternative versions of the Plan as the \nCommittee may consider necessary or appropriate for such purposes \n(without affecting the terms of the Plan for any other purpose); and \nto make all other determinations it deems necessary or advisable for \nadministering the Plan. In addition, at the time of grant the\nCommittee shall have the further authority 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), 4(b) and 4(c);\n            and\n\n\n\n                                       1\n   3\n\n      (d)   impose conditions in lieu of those set forth in Article G,\n            Paragraphs 4 through 7, for nonstatutory stock options, stock\n            appreciation rights, stock awards, or Performance Awards which do\n            not increase or extend the rights of the Participant.\n\nARTICLE C -- PARTICIPATION.\n\n       The Committee shall select as Participants those employees of the Company\nand its subsidiaries who, in the opinion of the Committee, have demonstrated a\ncapacity for contributing in a substantial manner to the success of such\ncompanies.\n\nARTICLE D -- LIMITATION ON NUMBER OF SHARES AVAILABLE UNDER THE PLAN.\n\n      1. Unless otherwise authorized by the shareholders and subject to\nParagraph 2 of this Article D, the maximum aggregate number of shares available\nfor award under the Plan shall be ninety-five million shares. Any of the\nauthorized shares may be used for any of the types of awards described in the\nPlan, except that no more than fifteen percent (15%) of the authorized shares\nmay be awarded as restricted or unrestricted stock.\n\n      2. In addition to the shares authorized for award by Paragraph 1 of this\nArticle, the following shares may be awarded under the Plan:\n\n         (a) shares that were authorized to be awarded under The Procter &amp; Gamble 1992 Stock Plan (the \"1992 Plan\"), but that were not awarded under the\n1992 Plan;\n\n         (b) shares awarded under the Plan or the 1992 Plan that are\nsubsequently forfeited in accordance with the Plan or the 1992 Plan,\nrespectively;\n\n         (c) shares tendered by a Participant in payment of all or part of the\nexercise price of a stock option awarded under the Plan or the 1992 Plan;\n\n         (d) shares tendered by or withheld from a Participant in satisfaction\nof withholding tax obligations with respect to a stock option awarded under the\nPlan or the 1992 Plan.\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\noptions or stock appreciation rights shall be determined by the Board and may\nconsist, in whole or in part, of authorized but unissued shares or treasury\nshares. In the case of redemption of stock appreciation rights by one of the\nCompany's subsidiaries, such shares shall be shares acquired by that subsidiary.\nNotwithstanding any terms or conditions contained herein, the shares to be\ndelivered by the Company upon exercise of stock options or stock appreciation\nrights by a Participant located in Italy shall be authorized but unissued\nshares.\n\n         2. For purposes of the Plan, restricted or unrestricted stock awarded\nunder the terms of the Plan shall be authorized but unissued shares, treasury\nshares, or shares acquired in the open market by the Company or a subsidiary, as\ndetermined by the Board.\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 the Plan, each Participant agrees as\nfollows:\n\n\n\n\n                                       2\n   4\n\n      (a)   The right to exercise any stock option or stock appreciation right\n            shall be conditional upon certification by the Participant at time\n            of exercise that the Participant intends to remain in the employ of\n            the Company or one of its subsidiaries for at least one (1) year\n            following the date of the exercise of the stock option or stock\n            appreciation right (provided that termination of employment due to\n            Retirement or Special Separation shall not constitute a breach of\n            such certification), 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 its\n            subsidiaries' trade secrets and confidential information and thereby\n            help insure the long-term success of the business, the Participant,\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 Participant's\n            termination of employment with the Company (except for terminations\n            of employment resulting from Retirement or Special Separation), in\n            connection with the manufacture, development, advertising,\n            promotion, or sale of any product which is the same as or similar to\n            or competitive with any products of the Company or its subsidiaries\n            (including both existing products as well as products known to the\n            Participant, as a consequence of the Participant's employment with\n            the Company or one of its subsidiaries, to be in development):\n\n            (1)   with respect to which the Participant'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\n                  Participant, as a consequence of the Participant's job\n                  performance and duties, acquired knowledge of trade secrets or\n                  other confidential information of the Company or its\n                  subsidiaries.\n\n            For purposes of this paragraph, it shall be conclusively presumed\n            that Participants have knowledge of information they were directly\n            exposed to through actual receipt or review of memos or documents\n            containing such information, or through actual attendance at\n            meetings at which such information was discussed or disclosed.\n\n      (c)   The provisions of this Article are not in lieu of, but are in\n            addition to the continuing obligation of the Participant (which\n            Participant hereby acknowledges) to not use or disclose the\n            Company's or its subsidiaries' trade secrets and confidential\n            information known to the Participant until any particular trade\n            secret or confidential information become generally known (through\n            no fault of the Participant), whereupon the restriction on use and\n            disclosure shall cease as to that item. Information regarding\n            products in development, in test marketing or being marketed or\n            promoted in a discrete geographic region, which information the\n            Company or one of its subsidiaries is considering for broader use,\n            shall not be deemed generally known until such broader use is\n            actually commercially implemented. As used in this Article,\n            \"generally known\" means known throughout the domestic U. S. industry\n            or, in the case of Participants who have job responsibilities\n            outside of the United States, the appropriate foreign country or\n            countries' industry.\n\n      (d)   By acceptance of any offered stock option or stock appreciation\n            rights granted under the terms of the Plan, the Participant\n            acknowledges that if the Participant were, without authority, to use\n            or disclose the Company's or any of its subsidiaries' trade secrets\n            or confidential information or threaten to do so, the Company or one\n            of its subsidiaries would be entitled to injunctive and other\n            appropriate relief to prevent the Participant from doing so. The\n            Participant 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 \n\n\n\n                                       3\n   5\n\n            is not readily susceptible of proof as to the monetary harm that\n            would ensue. The Participant consents that any interim or final\n            equitable relief entered by a court of competent jurisdiction shall,\n            at the request of the Company or one of its subsidiaries, be entered\n            on consent and enforced by any court having jurisdiction over the\n            Participant, without prejudice to any rights either party may have\n            to appeal from the proceedings which resulted in any grant of such\n            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 Participant's acceptance of an offer of the\n            granting of stock appreciation rights or stock options, be\n            determined by a court of competent jurisdiction to be overly broad\n            as to scope of activity, duration, or territory, the Participant\n            agrees to join the Company or any of its subsidiaries in requesting\n            such court to construe such provision by limiting or reducing it so\n            as to be enforceable to the extent compatible with then applicable\n            law. If any one or more of the terms, provisions, covenants, or\n            restrictions of this Article shall be determined by a court of\n            competent jurisdiction to be invalid, void or unenforceable, then\n            the remainder of the terms, provisions, covenants, and restrictions\n            of this Article shall remain in full force and effect and shall in\n            no way be affected, impaired, or invalidated.\n\n         2. The fact that a Participant has been granted a stock option or a\nstock appreciation right under the Plan shall not limit the right of the\nemployer to terminate the Participant's employment at any time. The Committee is\nauthorized to suspend or terminate any outstanding stock option or stock\nappreciation right for actions taken by a Participant prior to termination of\nemployment if the Committee determines the Participant has acted significantly\ncontrary to the best interests of the Company or its subsidiaries.\n\n         3. The maximum number of shares with respect to which stock options or\nstock appreciation rights may be granted to any Participant in any calendar year\nshall not exceed 1,000,000 shares.\n\n         4. The aggregate fair market value (determined at the time when the\nincentive stock option is exercisable for the first time by a Participant during\nany calendar year) of the shares for which any Participant may be granted\nincentive stock options under the Plan and all other stock option plans of the\nCompany and its subsidiaries in any calendar year shall not exceed $100,000 (or\nsuch other 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\noptions shall contain such provisions as permit them to qualify as \"incentive\nstock options\" within the meaning of Section 422 of the Internal Revenue Code of\n1986, as may be amended from time to time.\n\n         6. With respect to stock options granted in tandem with stock\nappreciation rights, the exercise of either such stock options or such stock\nappreciation rights will result in the simultaneous cancellation of the same\nnumber of tandem stock appreciation rights or stock options, as the case may be.\n\n         7. The exercise price for all stock options and stock appreciation\nrights shall be established by the Committee at the time of their grant and\nshall be not less than one hundred percent (100%) of the fair market value of\nthe Common Stock on the date of grant.\n\n         8. Unless otherwise authorized by the shareholders of the Company,\nneither the Board nor the Committee shall authorize the amendment of any\noutstanding stock option or stock appreciation right to reduce the exercise\nprice.\n\n         9. No stock option or stock appreciation right shall be cancelled and\nreplaced with awards having a lower exercise price without the prior approval of\nthe shareholders of the Company. This \n\n\n\n                                       4\n   6\n\nArticle F, Paragraph 9 is intended to prohibit the repricing of \"underwater\"\nstock options and stock appreciation rights and shall not be construed to\nprohibit the adjustments permitted under Article J of the Plan.\n\n         10. The Committee may require any Participant to accept any stock\noptions or stock appreciation rights by means of electronic signature.\n\nARTICLE G -- EXERCISE OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.\n\n         1. All stock options and stock appreciation rights granted hereunder\nshall have a maximum life of no more than ten (10) 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 Participant.\n\n         3. Unless a transfer has been duly authorized by the Committee pursuant\nto Article G, Paragraph 6 of the Plan, during the lifetime of the Participant,\nstock options and stock appreciation rights may be exercised only by the\nParticipant personally, or, in the event of the legal incompetence of the\nParticipant, by the Participant's duly appointed legal guardian.\n\n         4. In the event that a Participant ceases to be an employee of the\nCompany or any of its subsidiaries while holding an unexercised stock option or\nstock appreciation right:\n\n         (a)      Any unexercisable portions thereof are then void, except in\n                  the case of: (1) death of the Participant; (2) Retirement or\n                  Special Separation that occurs more than six months from the\n                  date the options were granted; or (3) any option as to which\n                  the Committee has waived, at the time of grant, the provisions\n                  of this Article G, Paragraph 4(a).\n\n         (b)      Any exercisable portions thereof are then void, except in the\n                  case of: (1) death of the Participant; (2) Retirement or\n                  Special Separation; or (3) any option as to which the\n                  Committee has waived, at the time of grant, the provisions of\n                  this Article G, Paragraph 4(b).\n\n         (c)      In the case of Special Separation, any stock option or stock\n                  appreciation right must be exercised within the time specified\n                  in the original grant or five (5) years from the date of\n                  Special Separation, whichever is shorter.\n\n         5. In the case of the death of a Participant, the persons to whom the\nstock options or stock appreciation rights have been transferred by will or the\nlaws of descent and distribution shall have the privilege of exercising\nremaining stock options, stock appreciation rights or parts thereof, whether or\nnot exercisable on the date of death of such Participant, at any time prior to\nthe expiration date of the stock options or stock appreciation rights.\n\n         6. Stock options and stock appreciation rights are not transferable\nother than by will or by the laws of descent and distribution. For the purpose\nof exercising stock options or stock appreciation rights after the death of the\nParticipant, the duly appointed executors and administrators of the estate of\nthe deceased Participant shall have the same rights with respect to the stock\noptions and stock appreciation rights as legatees or distributees would have\nafter distribution to them from the Participant's estate. Notwithstanding the\nforegoing, the Committee may authorize the transfer of stock options and stock\nappreciation rights upon such terms and conditions as the Committee may require.\nSuch transfer shall become effective only upon the Committee's complete\nsatisfaction that the proposed transferee has strictly complied with such terms\nand conditions, and both the original Participant and the transferee shall be\nsubject to the same terms and conditions hereunder as the original Participant.\n\n\n\n\n                                       5\n   7\n\n         7. Upon the exercise of stock appreciation rights, the Participant\nshall be entitled to receive a redemption differential for each such stock\nappreciation right which shall be the difference between the then fair market\nvalue of one share of Common Stock 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 to be valued at its fair market value on the date of exercise, any\nother mode of payment deemed appropriate by the Committee or any combination\nthereof.\n\n         8. Time spent on leave of absence shall be considered as employment for\nthe purposes of the 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         9. 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 the Company as necessary or appropriate for corporate purposes. No\nsuch suspension shall extend the life of the stock option or stock appreciation\nright beyond its expiration date, and in no event will there be a suspension in\nthe five (5) calendar days immediately preceding the expiration date.\n\n         10. The Committee may require any Participant to exercise any stock\noptions or stock appreciation rights by means of electronic signature.\n\nARTICLE H -- PAYMENT FOR STOCK OPTIONS AND TAX WITHHOLDING.\n\n         Upon the exercise of a stock option, payment in full of the exercise\nprice shall be made by the Participant. As determined by the Committee, the\nstock option exercise price may be paid by the Participant either in cash,\nshares of Common Stock valued at their fair market value on the date of\nexercise, a combination thereof, or such other method as determined by the\nCommittee. In addition to payment of the exercise price, the Committee may\nauthorize the Company to charge a reasonable administrative fee for the exercise\nof any stock option. Furthermore, to the extent the Company is required to\nwithhold federal, state, local or foreign taxes in connection with any\nParticipant's stock option exercise, the Committee may require the Participant\nto make such arrangements as the Company may deem necessary for the payment of\nsuch taxes required to be withheld (including, without limitation,\nrelinquishment of a portion of such stock options or relinquishment of a portion\nof the proceeds received by the Participant in a simultaneous exercise and sale\nof stock during a \"cashless\" exercise). In no event, however, shall the\nCommittee be permitted to require payment from a Participant in excess of the\nmaximum required tax withholding rates.\n\nARTICLE I -- GRANT OF UNRESTRICTED OR RESTRICTED STOCK.\n\n         The Committee may grant Common Stock to Participants under the Plan\nsubject to such conditions or restrictions, if any, as the Committee may\ndetermine. To the extent the Company is required to withhold federal, state,\nlocal or foreign taxes in connection with the lapse of restrictions on any\nParticipant's shares of Common Stock, the Committee may require the Participant\nto make such arrangements as the Company may deem necessary for the payment of\nsuch taxes required to be withheld (including, without limitation,\nrelinquishment of a portion of such shares of Common Stock). In no event,\nhowever, shall the Committee be permitted to require payment from a Participant\nin excess of the maximum required tax withholding rates.\n\nARTICLE J -- PERFORMANCE RELATED AWARDS.\n\n\n\n\n\n                                       6\n   8\n\n         1. The Committee, in its discretion, may establish performance goals\nfor selected Participants and authorize the granting of cash, stock options,\nstock appreciation rights, Common Stock, other property, or any combination\nthereof (\"Performance Awards\") to such Participants upon achievement of such\nestablished performance goals during a specified time period (the \"Performance\nPeriod\"). The Committee, in its discretion, shall determine the Participants\neligible for Performance Awards, the performance goals to be achieved during\neach Performance Period, the amount of any Performance Awards to be paid, and\nthe method of payment for any Performance Awards. Performance Awards may be\ngranted either alone or in addition to other grants made under the Plan.\n\n         2. Notwithstanding the foregoing, any Performance Awards granted to the\nChief Executive and the Company's other four highest paid executive officers (as\nreported in the Company's proxy statement pursuant to Regulation S-K, Item\n402(a)(3)) under Article J, Paragraph 1 shall comply with all of the following\nrequirements:\n\n         (a) Each grant shall specify the specific performance objectives (the\n\"Performance Objectives\") which, if achieved, will result in payment or early\npayment of the Performance Award. The Performance Objectives may be described in\nterms of Company-wide objectives that are related to the individual Participant\nor objectives that are related to a subsidiary, division, department, region,\nfunction or business unit of the Company in which the Participant is employed,\nand may consist of one or more or any combination of the following criteria:\nstock price, market share, sales revenue, cash flow, earnings per share, return\non equity, total shareholder return, gross margin, and\/or costs. The Performance\nObjectives may be made relative to the performance of other corporations. The\nCommittee, in its discretion, may change or modify these criteria, however, at\nall times the criterion must be valid performance criterion for purposes of\nSection 162(m) of the Internal Revenue Code of 1986, as amended (the \"Code\").\nThe Committee may not change the criteria or Performance Objectives for any\nPerformance Period that has already been approved by the Committee. The\nCommittee may cancel a Performance Period or replace a Performance Period with a\nnew Performance Period, provided that any such cancellation or replacement shall\nnot cause the Performance Award to fail to meet the requirements of Section\n162(m) of the Code.\n\n         (b) Each grant shall specify the minimum level of achievement required\nby the Participant relative to the Performance Objectives to qualify for a\nPerformance Award. In doing so, the grant shall establish a formula for\ndetermining the percentage of the Performance Award to be awarded if performance\nis at or above the minimum level, but falls short of full achievement of the\nspecified Performance Objectives. Each grant may also establish a formula for\ndetermining an additional award above and beyond the Performance Award to be\ngranted to the Participant if performance is at or above the specified\nPerformance Objectives. Such additional award shall also be established as a\npercentage of the Performance Award. The Committee may decrease a Performance\nAward as determined by the Performance Objectives, but in no case may the\nCommittee increase any Performance Award as determined by the Performance\nObjectives.\n\n         (c) The maximum Performance Award that may be granted to any\nParticipant for any one-year Performance Period shall not exceed $20,000,000 or\n400,000 shares of Common Stock (the \"Annual Maximum\"). The maximum Performance\nAward that may be granted to any Participant for a Performance Period greater\nthan one year shall not exceed the Annual Maximum multiplied by the number of\nfull years in the Performance Period.\n\nARTICLE K -- ADJUSTMENTS.\n\n       The amount of shares authorized to be issued under the Plan will be\nadjusted appropriately in the event of future stock splits, stock dividends, or\nother changes in capitalization of the Company occurring after the date of\napproval of the Plan by the Company's shareholders to prevent the dilution or\nenlargement of rights under the Plan; following any such change, the term\n\"Common Stock\" shall be \n\n\n\n                                       7\n   9\n\ndeemed to refer to such class of shares or other securities as may be\napplicable. The number of shares and exercise prices covered by outstanding\nstock options and stock appreciation rights shall be adjusted to give effect to\nany such stock splits, stock dividends, or other changes in the capitalization.\n\nARTICLE L -- ADDITIONAL PROVISIONS AND DEFINITIONS.\n\n         1. The Board may, at any time, repeal the Plan or may amend it except\nthat no such amendment may amend this paragraph, increase the total aggregate\nnumber of shares subject to the Plan, reduce the price at which stock options or\nstock appreciation rights may be granted or exercised, alter the class of\nemployees eligible to receive stock options, or increase the percentage of\nshares authorized to be transferred as restricted or unrestricted stock.\nParticipants and the Company shall be bound by any such amendments as of their\neffective dates, but if any outstanding stock options or stock appreciation\nrights are materially affected adversely, notice thereof shall be given to the\nParticipants holding such stock options and stock appreciation rights and such\namendments shall not be applicable without such Participant's written consent.\nIf the Plan is repealed in its entirety, all theretofore granted unexercised\nstock options or stock appreciation rights shall continue to be exercisable in\naccordance with their terms and shares subject to conditions or restrictions\ngranted pursuant to the Plan shall continue to be subject to such conditions or\nrestrictions.\n\n         2. In the case of a Participant who is an employee of a subsidiary of\nthe Company, performance under the Plan, including the granting of shares of the\nCompany, may be by the subsidiary. Nothing in the Plan shall affect the right of\nthe Company or any subsidiary to terminate the employment of any employee with\nor without cause. None of the Participants, either individually or as a group,\nand no beneficiary, transferee 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 the Plan except as to such\nshares, if any, as shall have been granted or transferred to him or her. Nothing\nin the Plan shall preclude the awarding or granting 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 more than fifty percent\n(50%) of the total combined voting power of all classes of stock is owned,\ndirectly or indirectly, by the Company or, if the company does not issue stock,\nmore than fifty percent (50%) of the total combined ownership interest is owned,\ndirectly or indirectly, by the Company. In addition, the Board may designate for\nparticipation in the 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 fifty percent (50%)\nor less of the total combined voting power of all classes of such company's\nstock, or, if the company does not issue stock, the Company's direct or indirect\nownership is fifty percent (50%) or less of the company's total combined\nownership interest.\n\n         4. Notwithstanding anything to the contrary in the Plan, stock options\nand stock appreciation rights granted hereunder shall vest immediately and any\nconditions 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\n                  any \"Person\" (as the term person is used for purposes of\n                  Section 13(d) or 14(d) of the Exchange Act), immediately after\n                  which such Person has \"Beneficial Ownership\" (within the\n                  meaning of Rule 13d-3 promulgated under the Exchange Act) of\n                  twenty percent (20%) or more of the then outstanding shares or\n                  the combined voting power of the Company's then outstanding\n                  Voting Securities; provided, however, in determining whether a\n                  Change in Control has occurred pursuant to this Paragraph\n                  4(a), shares or Voting Securities which are acquired in a\n                  \"Non-Control Acquisition\" (as hereinafter defined) shall not\n                  constitute an acquisition which would cause a Change in\n\n\n\n\n\n                                       8\n   10\n\n                  Control. A \"Non-Control Acquisition\" shall mean an acquisition\n                  by (i) an employee benefit plan (or a trust forming a part\n                  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\n                  or indirectly, by the Company (for purposes of this\n                  definition, a \"Related Entity\"), (ii) the Company or any\n                  Related Entity, or (iii) any Person in connection with a\n                  \"Non-Control Transaction\" (as hereinafter defined);\n\n         (b)      The individuals who, as of July 10, 2001 are members of the\n                  Board (the \"Incumbent Board\"), cease for any reason to\n                  constitute at least half of the members of the Board; or,\n                  following a Merger (as hereinafter defined) which results in a\n                  Parent Corporation (as hereinafter defined), the board of\n                  directors of the ultimate Parent Corporation; provided,\n                  however, that if the election, or nomination for election by\n                  the Company's common stockholders, of any new director was\n                  approved by a vote of at least two-thirds of the Incumbent\n                  Board, such new director shall, for purposes of the Plan, be\n                  considered as a member of the Incumbent Board; provided\n                  further, however, that no individual shall be considered a\n                  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\n                  under the Exchange Act) or other actual or threatened\n                  solicitation of proxies or consents by or on behalf of a\n                  Person other than the Board (a \"Proxy Contest\") including by\n                  reason of any agreement intended to avoid or settle any\n                  Election Contest or Proxy Contest; or\n\n         (c)      The consummation of:\n\n                  (i)   A merger, consolidation or reorganization with or into\n                        the Company or in which securities of the Company are\n                        issued (a \"Merger\"), unless such Merger is a\n                        \"Non-Control Transaction.\" A \"Non-Control Transaction\"\n                        shall mean a Merger where:\n\n                        (A)   the stockholders of the Company, immediately\n                              before such Merger own directly or indirectly\n                              immediately following such Merger at least fifty\n                              percent (50%) of the combined voting power of the\n                              outstanding voting securities of (x) the\n                              corporation resulting from such Merger (the\n                              \"Surviving Corporation\") if fifty percent (50%) or\n                              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\n                              Corporation\"), or (y) if there is one or more\n                              Parent Corporations, the ultimate Parent\n                              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\n                              directors of (x) the Surviving Corporation, if\n                              there is no Parent Corporation, or (y) if there is\n                              one or more Parent Corporations, the ultimate\n                              Parent 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,\n                              immediately prior to such Merger was maintained by\n                              the Company or any Related Entity, or (4) any\n                              Person who, immediately prior to such merger,\n                              consolidation or reorganization had Beneficial\n                              Ownership of twenty percent (20%) or more of the\n                              then outstanding Voting Securities or shares, has\n                              Beneficial Ownership of twenty percent (20%) or\n                              more of the combined voting power of the\n                              outstanding voting securities or common stock of\n                              (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;\n\n\n\n\n\n                                       9\n   11\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 transfer\n                  to a Related Entity or under conditions that would constitute\n                  a Non-Control Transaction with the disposition of assets being\n                  regarded as a Merger for this purpose or the distribution to\n                  the Company's stockholders of the stock of a Related Entity or\n                  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\n         5. The term \"Special Separation\" shall mean any termination of\nemployment that occurs prior to the time a Participant is eligible to retire,\nexcept a termination for cause or a voluntary resignation that is not initiated\nor encouraged by the Company.\n\n         6. The term \"Retirement\" shall mean: (a) retirement in accordance with\nthe provisions of any appropriate retirement plan of the Company or any of its\nsubsidiaries; or (b) termination of employment under the permanent disability\nprovision of any retirement plan of the Company or any of its subsidiaries.\n\n\n\n\n\n\n                                       10\n   12\n\n\nARTICLE M -- CONSENT.\n\n       Every Participant who receives a stock option, stock appreciation right,\nor grant of shares pursuant to the Plan shall be bound by the terms and\nprovisions of the Plan and of the stock option, stock appreciation right, or\ngrant of shares agreement referable thereto, and the acceptance of any stock\noption, stock appreciation right, or grant of shares pursuant to the Plan shall\nconstitute a binding agreement between the Participant and the Company and its\nsubsidiaries and any successors in interest to any of them. Every Person who\nreceives a stock option, stock appreciation right, or grant of shares from a\nParticipant pursuant to the Plan shall, in addition to such terms and conditions\nas the Committee may require upon such grant, be bound by the terms and\nprovisions of the Plan and of the stock option, stock appreciation right, or\ngrant of shares agreement referable thereto, and the acceptance of any stock\noption, stock appreciation right, or grant of shares by such Person shall\nconstitute a binding agreement between such Person and the Company and its\nsubsidiaries and any successors in interest to any of them. ___ The Plan shall\nbe governed by and construed in accordance with the laws of the State of Ohio,\nUnited States of America.\n\nARTICLE N - PURCHASE OF SHARES OR STOCK OPTIONS.\n\n       The Committee may authorize any Participant to convert cash compensation\notherwise payable to such Participant into stock options or shares of Common\nStock under the Plan upon such terms and conditions as the Committee, in its\ndiscretion, shall determine. Notwithstanding the foregoing, in any such\nconversion the shares of Common Stock shall be valued at no less than one\nhundred percent (100%) of their fair market value.\n\nARTICLE O -- DURATION OF PLAN.\n\n         The Plan will terminate on July 10, 2011 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 the Plan of the Company (or\nany subsidiary) or of anyone to whom stock options or stock appreciation rights\nwere granted prior thereto or to whom shares have been transferred prior to such\ntermination.\n\n\n\n\n\n\n                                       11\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":[9539,9546],"class_list":["post-38433","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38433","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=38433"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38433"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38433"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38433"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}