{"id":40002,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-bonus-plan-gillette-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-bonus-plan-gillette-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-bonus-plan-gillette-co.html","title":{"rendered":"Incentive Bonus Plan &#8211; Gillette Co."},"content":{"rendered":"<pre>\n                              THE GILLETTE COMPANY\n                              INCENTIVE BONUS PLAN\n\n\n    1. PURPOSE. The purpose of this Incentive Bonus Plan is to foster continuing\nlong-term growth in earnings of The Gillette Company by rewarding key management\nfor outstanding performance in the accomplishment of assigned goals under the\nCompany's Management by Objectives Program through awards of cash bonuses.\n\n    2. DEFINITIONS.\n\n    PROFIT FROM OPERATIONS - The amount reported as profit from operations in\nthe annual financial statements of the Company after adjustments to exclude the\nresults of operations of businesses acquired or disposed of during the incentive\nyear and any other adjustment, all as determined by the Committee to be\nnecessary or appropriate to insure comparability between profit from operations\nfigures from year to year for the purposes of this Plan.\n\n    BASE SALARY EARNINGS - The actual base salary, exclusive of any bonus awards\nmade under this Plan and any other payments, earned by the participant during\nthe fiscal year of his or her employing unit ending during the incentive year of\nthe Plan as reported on the Company's records.\n\n    BASE SALARY - The eligible employee's annual base salary rate of earnings in\neffect as of December 31 of any Incentive Year.\n\n    BONUS AWARD - An amount awarded to a participant as determined pursuant to\nParagraph V.\n\n    BONUS POOL - An amount earned in any incentive year as determined pursuant\nto Paragraph III, from which bonus awards may be paid.\n\n    CHAIRMAN- The Chairman of the Board of Directors of the Company.\n\n    COMMITTEE - The Personnel Committee established by the Board of Directors of\nthe Company.\n\n    COMPANY - The Gillette Company, a Delaware Corporation.\n\n    INCENTIVE YEAR - A fiscal year of the Company in which the Plan is in\neffect.\n\n    MANAGEMENT REPORTING FORM - The annual written review of individual\nperformance and assignment of goals conducted under the Company's Management by\nObjectives Program.\n\n    ELIGIBLE POSITION - For each incentive year, a key management position which\nthe Chairman and President determine to have a significant impact on the\nattainment of the Company's objectives.\n\n    ELIGIBLE EMPLOYEE - For each incentive year, a person whether or not an\nofficer or director of the Company or any subsidiary, who is regularly employed\nby the Company or a subsidiary on a full-time basis, or who, under conditions\napproved by the Committee, is regularly employed by the Company or a subsidiary\non a part-time basis, who (a) has been notified of his or her eligibility, (b)\nhas been assigned\n\n\n\n\ngoals under the Company's Management by Objectives Program to be accomplished\nduring the incentive year, (c) holds an eligible position for all or a\nsubstantial part of the incentive year except in the case of a Partial Plan Year\nas provided under Section XIII of the Plan, or is transferred during the\nincentive year from an eligible position to an ineligible position for career\ndevelopmental purposes as determined by the Company, and (d) is an employee on\nthe date of the granting of awards (or is an employee whose employment is\nterminated by death, retirement or disability or as a direct result of action\ninitiated by the Company pursuant to the Restructuring Plan approved by the\nBoard of Directors of the Company at its meeting on December 18, 1986 or the\nReorganization Plan approved by the Board of Directors at its meeting on\nDecember 14, 1989 or after an approved Change in Control or for any reason after\nan Unapproved Change in Control).\n\n    PARTICIPANT - An eligible employee who has been granted an award under the\nPlan.\n\n    PLAN - The Incentive Bonus Plan as set forth herein, as from time to time\namended.\n\n    PRESIDENT - The President of the Company.\n\n    PROJECTED BONUS POOL - Projected bonus pool in any given year shall mean the\namount of the bonus pool which would be earned assuming the Growth Goals for\nthat year are achieved.\n\n    RETIREMENT ELIGIBILITY DATE - The earliest date upon which a participant\nbecomes eligible to retire under the terms of The Gillette Company Retirement\nPlan or, with respect to individuals not participating in that Plan, the\nearliest date upon which that individual could have become eligible to retire\nunder the terms of The Gillette Company Retirement Plan had he or she been a\nparticipant in that Plan.\n\n    SAVINGS PLAN EQUIVALENCY - An amount computed by multiplying an employee's\nrate of contributions (up to a maximum of 5%) under The Gillette Company\nEmployees' Savings Plan or one half of the employee's rate of savings under The\nGillette Company Retirement Income Savings Plan, as applicable, as of the\nJanuary 1 immediately preceding the date of an award, by the amount of that\naward that is deferred under Paragraph VI (a) and (c) of this Incentive Bonus\nPlan.\n\n    SUBSIDIARY - Any corporation (1) in which the Company owns, directly or\nindirectly, stock possessing 50 percent or more of the total combined voting\npower of all classes of stock, (2) over which the Company has effective\noperating control, or (3) in which the Company has a material interest.\n\n    SALES GROWTH - The amount reported as growth in net sales in the annual\nfinancial statements of the Company after adjustments as determined by the\nCommittee to be necessary or appropriate to insure comparability between net\nsales from year to year for the purposes of the Plan.\n\n    RETURN ON ASSETS - Return on Assets shall be defined as hereinafter\ndetermined by the Committee from time to time in its discretion.\n\n    GROWTH GOALS - Growth Goals shall mean the specific percentage of increase\nin Profit from Operations, Sales Growth and Return on Assets determined by the\nCommittee for any given year which if achieved would result in a bonus pool\nbeing earned.\n\n    3. BONUS POOL AND RESERVE. If Growth Goals for any fiscal year the Plan is\nin effect are\n\n\n\n\n2\n\n\n\nmet, a bonus pool shall be earned. Such Growth Goals shall be determined by the\nCommittee as soon as is practicable after the commencement of each incentive\nyear.\n\n    With respect to any incentive year after 1990, the Committee may, within its\nsole discretion, establish a contingency reserve which, in any given incentive\nyear shall not exceed thirty five percent (35%) of the amount of the projected\nbonus pool for that incentive year, from which contingency reserve bonus awards\nmay be made to recognize outstanding performance in that incentive year should a\nbonus pool not otherwise be earned. In addition, with respect to any plan year\nafter 1990 the Committee may, within its sole discretion, elect to carry forward\nup to fifteen percent (15%) of the bonus pool earned in that year to any one or\nmore of the next ensuing three years with the Committee having sole discretion\nas to whether to distribute all or a portion of such carried forward amounts in\nany one or more of those three years.\n\n    4. ELIGIBILITY. The Chairman and the President shall make the selection of\neligible positions and eligible employees, except with respect to themselves,\nfor each incentive year. Selection as an eligible employee in any incentive year\nshall not bind the Company to select the individual in any other incentive year.\nSelection of any individual in any incentive year shall not bind the Company to\nselect any other individual holding the same position in the same or any other\nincentive year.\n\n    '5. AMOUNT OF BONUS AWARD. As soon as is practicable after the end of the\nincentive year, the amount, if any, of the award of each eligible employee shall\nbe determined by the Chairman and the President, except with respect to\nthemselves, after evaluating the eligible employee's performance in relation to\nhis or her assigned goals as contained in his or her Management Reporting Form\nrelating to the incentive year. Bonus awards shall be determined as a percentage\nof the eligible employee's base salary earnings, however, in no event shall the\npercentage be less than 5 percent nor more than 70 percent with respect to any\nplan year prior to 1997 or less than 5% nor more than 75% with respect to any\nplan year commencing on or after January 1, 1997. Proposed awards to officers of\nthe Company and other senior management employees whose compensation is\nregularly reviewed by the Committee shall be subject to review and approval of\nthe Committee. In addition, in connection with any bonus award the Committee\nshall have discretion to make an award or awards under this Corporation's Stock\nEquivalent Unit Plan and to provide that all or any portion of any such award\nshall be contingent on achievement by the participant or by any unit or units of\nthe Company of any performance goal or goals over any period or periods of time\nending before March 15 of the third year following the date of the award.\nNotwithstanding the above, (1) with respect to the 1994, 1995 an 1996 plan\nyears, the Personnel Committee, in its sole discretion, in special circumstances\nmay grant an eligible employee a bonus award which is greater than 70 percent of\nthe eligible employee' s base salary earnings and (2) commencing with the 1997\nplan year, the Personnel Committee, in its sole discretion, in special.\ncircumstances may grant an eligible employee a bonus award which is greater than\n75 percent of the eligible employee's base salary earnings.'\n\n    6. DEFERRAL, VESTING AND PAYMENT OF AWARDS. Awards are payable in cash.\n\n    (a) With respect to awards relating to the 1979 Incentive Year, a percentage\nof each award equal to twice the percentage the award bears to the base salary\nearnings of the participant (up to a maximum of 40 percent (40%) of the award)\nand with respect to awards relating to any Incentive Year after 1979, but before\n1984 a percentage of each award equal to one and one half times the percentage\nthe award bears to the base salary earnings of the participant (up to a maximum\nof 30 percent (30%) of the award)\n\n\n\n3\n\n\n\n\nshall be deferred. Such mandatory deferred amounts shall vest at the end of the\nthird calendar year following the close of the incentive year for which the\nbonus award was earned or upon the retirement eligibility date of the\nparticipant, whichever occurs first. Such vested amounts shall become payable\nwhen the participant ceases to be an employee if the participant has reached his\nor her retirement eligibility date at cessation of employment, or at age 65 if\nthe participant has not reached his or her retirement eligibility date at\ncessation of employment provided, however, that a participant who has reached\nhis or her retirement eligibility date at cessation of employment may elect,\nprior to cessation of employment, to defer such amounts beyond retirement in\naccordance with rules to be prescribed by the Committee. Notwithstanding the\nabove, in the event an employee's employment with the Company or any of its\nsubsidiaries is terminated as a direct result of action initiated by the Company\npursuant to the Restructuring Plan approved by the Board of Directors of the\nCompany at its meeting on December 18, 1986, or the Reorganization Plan approved\nby the Board of Directors of the Company at its meeting on December 14, 1989,\nand such employee retires under a Company-sponsored retirement plan at cessation\nof employment, the employee may elect to receive all amounts which would become\npayable by reason of such termination of employment in up to ten approximately\nequal consecutive annual installments. Such election must be made prior to the\nemployee's termination of employment in accordance with rules to be prescribed\nby the Committee and if no such election is made, payment of such amounts shall\nbe made within a reasonable time after the date of termination.\n\n    (b) The remainder of the bonus award described in (a) above and all of any\naward made with respect to the Incentive Year 1984 and thereafter shall vest\nimmediately upon the grant of the award and be payable as soon as is practicable\nafter the financial statements for the incentive year are available\n\n    (c) As prescribed by the rules pursuant to this Plan, an individual may\nelect to defer payment of all or a portion of any award payable under\nSubparagraph (b) above to March 1 of any future year or to retirement.\nNotwithstanding any prior voluntary deferral, all amounts so deferred shall\nbecome payable when the participant ceases to be an employee for any reason\nother than retirement under a Company-sponsored retirement plan upon cessation\nof employment. With respect to participants whose employment ceases and who,\nupon cessation of employment, retire under a Company-sponsored retirement plan,\nsuch participants may, prior to termination of employment, elect to defer\npayment of any awards beyond retirement in accordance with rules to be\nprescribed by the Committee and if no such election is made, payment of such\namounts shall be made within a reasonable time after the date of termination of\nemployment.\n\n    Notwithstanding the above, in the event an employee's employment with the\nCompany or any of its subsidiaries is terminated as a direct result of action\ninitiated by the Company pursuant to the Restructuring Plan approved by the\nBoard of Directors of the Company at its meeting on December 18, 1986, or the\nReorganization Plan approved by the Board of Directors at its meeting on\nDecember 14, 1989, the employee may elect to receive all amounts which would\nbecome payable by reason of such termination of employment in up to ten\napproximately equal consecutive annual installments but in no event may payments\nend beyond March 1, of the tenth year following termination of employment, with\nrespect to employees who have not retired under a Company-sponsored retirement\nplan upon cessation of employment. Such election must be made prior to the\nemployee's termination of employment in accordance with rules to be prescribed\nby the Committee and if no such election is made, payment of such amounts shall\nbe made within a reasonable time after the date of termination.\n\n    'Notwithstanding the above, in connection with the sale of Jafra Cosmetics\nbusiness pursuant to a certain Acquisition Agreement dated January 26, 1998\n('Jafra Sale'), where an employee either (I)\n\n\n\n\n4\n\n\n\ncontinues to be employed by Jafra immediately following the Jafra Sale or (ii)\nis terminated from the employment of the Company or any or its subsidiaries as a\ndirect result of the Jafra Sale, the employee may elect to receive all amounts\nwhich would become payable by reason of the foregoing events in up to ten\napproximately equal consecutive annual installments but in no event may payments\nend beyond ten years following the date of the Jafra Sale. Such election must be\nmade prior to the date of the Jafra Sale in accordance with rules to be\nprescribed by the Committee and if no such election is made, payment of such\namounts shall be made within a reasonable time after the date of termination.'\nEffective as of (Closing Date of Sale of Jafra).\n\n    Notwithstanding the provisions of this subparagraph, the right to defer\npayment beyond termination shall serve as partial consideration for a settlement\nof all claims which the participant may have against the Company, its\nsubsidiaries, employees and agents and shall be subject to execution by the\nparticipant of a release and settlement agreement in a form to be prescribed by\nthe Committee.\n\n    (d) Amounts deferred under subparagraph (a) and (c) above shall be credited\nto an individual account in the name of the participant.\n\n    The account of an employee who is participating in The Gillette Company\nEmployees' Savings Plan or The Gillette Company Ltd\/Ltee Retirement Income\nSavings Plan shall also be credited with a Savings Plan Equivalency based on the\nparticipant's rate of contributions under The Gillette Company Employees'\nSavings Plan or savings under The Gillette Company Ltd.\/Ltee Retirement Income\nSavings Plan, as applicable, on the January 1 immediately preceding the date of\nan award.\n\n    Amounts equivalent to interest at the rate applicable to the Fixed Income\nFund of The Gillette Company Employees' Savings Plan shall be credited to the\ntotal amount in the employee's account in so far as the Company shall deem\npracticable in the same manner as such amounts are credited under The Gillette\nCompany Employees' Savings Plan. Upon payment to the participant of an amount\ndeferred under subparagraph (a) or (c) above, the related Savings Plan\nEquivalency and amounts equivalent to interest credited thereon will be paid. A\nparticipant whose employment ceases prior to his or her retirement eligibility\ndate will forfeit unvested amounts deferred under subparagraph (a) above, as\nwell as the related Savings Plan Equivalency and amounts equivalent to interest\ncredited thereon. In the event that the Savings Plan Equivalency no longer\nexists by virtue of termination of the Savings Plan and\/or The Fixed Income Fund\nof the Savings Plan, the amounts in each employee's account shall be credited\nwith a rate of return adjusted each January 2 to reflect the interest rate in\neffect on January 2 for two year United States Treasury Notes.\n\n    (e) If a participant dies or becomes totally and permanently disabled while\nan employee of the Company or a subsidiary, an amount equal to all deferred\namounts, vested and unvested, Savings Plan Equivalency amounts and amounts\nequivalent to interest accrued thereon shall be paid to the participant or, in\nthe case of death, to the participant's executor or administrator or as\notherwise provided by law.\n\n    (f) All payments shall be subject to any required withholdings.\n\n    (g) Prior to the happening of a Change in Control, either Approved or\nUnapproved, as those terms are defined in The Gillette Company Employees'\nSavings Plan, with respect to amounts deferred pursuant to subparagraph (c), an\nindividual who has made such deferral may, in accordance with rules prescribed\nby the Committee, revoke all deferral elections in the event of a Change in\nControl of the Corporation, with such revocation to take effect, at the option\nof the participant, if a Change in Control occurs prior to\n\n\n\n5\n\n\n\nJanuary 1, 1988, upon the happening of any Change in Control or January 1, 1998,\nor if a Change in Control occurs on or after January 1, 1988, upon the happening\nof a Change in Control and the Company shall make payment to the participant of\nsuch deferred amounts for which such deferral has been revoked plus interest as\nprovided in subparagraph (d) above.\n\n    (h) In the event of a Change in Control, either Approved or Unapproved, as\nthose terms are defined in The Gillette Company Employees' Savings Plan, amounts\ndeferred pursuant to subparagraph (a) above will become immediately payable.\n\n    7. AMENDMENT AND TERMINATION. The Board of Directors of the Company, or the\nPersonnel Committee of the Board of Directors, if and to the extent authorized,\nin absolute discretion of the body so acting and without notice, may at any time\namend or terminate the Plan, provided that no such amendment or termination\nshall adversely affect the fights of any participant under any award previously\ngranted. Further, neither the Board of Directors nor the Personnel Committee of\nthe Board of Directors shall have the discretion once a plan year has commenced\nnot to make awards if a bonus pool is earned for that plan year or after a\ncontingency reserve has been established in any plan year not to make awards\nfrom such contingency reserve.\n\n    8. ASSIGNMENT. Bonus payments under this Plan shall be paid only to\nparticipants. No bonus payment herein provided, nor any part thereof, and no\nfight or claim to any of the monies payable pursuant to the provisions of this\nPlan shall be anticipated, assigned, or otherwise encumbered, nor be subject to\nattachment, garnishment, execution or levy of any kind, prior to the actual\npayment and delivery of said amount to the Plan participant and any attempted\nassignment or other encumbrance or attachment, garnishment, execution or levy\nshall be of no force or effect, except as otherwise provided by law.\nNotwithstanding the above, if a participant is adjudged incompetent, the\nCommittee may direct that any amounts payable be paid to the participant's\nguardian or legal representative.\n\n    9. EMPLOYMENT AND PLAN RIGHTS. The Plan shall not be deemed to give any\neligible employee or participant the fight to be retained in the employ of the\nCompany or any subsidiary nor shall the Plan interfere with the right of the\nCompany or any subsidiary to discharge any employee at any time nor shall the\nPlan be deemed to give any employee any fight to any award until such award is\nactually made.\n\n    10. ADMINISTRATION AND AUTHORITY. The Plan shall be administered by the\nCommittee except as otherwise provided herein. The Committee shall have the\nauthority, consistent with the Plan, to (a) determine adjustments to Profit from\nOperations, Net Sales and Return on Assets as provided in Paragraph II of this\nPlan, (b) determine the percentage increase of annual Profit from Operations,\nNet Sales, and Return on Assets, i.e., Growth Goals, necessary to earn a bonus\npool, if any, for each incentive year, (c) establish an earned reserve and\napprove payments of awards from the earned reserve in accordance with Paragraph\nIII of the Plan, (d) review and approve bonus awards made to officers and other\nsenior management employees whose compensation is regularly reviewed by it, (e)\ndetermine the amount of any bonus awards to be granted to the Chairman and the\nPresident, (f) adopt, amend and rescind rules and regulations for the\nadministration of the Plan and for its own acts and proceedings and (g) decide\nall questions and settle all controversies and disputes which may arise in\nconnection with the Plan. The Committee may delegate any or all responsibilities\nassigned to it pursuant to subparagraph (f).\n\n    The Chairman and the President, except with respect to themselves, shall\nhave authority, consistent with the Plan, (a) to select eligible positions,\neligible employees, and participants under the Plan, (b) to\n\n\n\n6\n\n\n\nrecommend to the Committee the amount of bonus awards to participants listed\nunder (d) in the preceding paragraph, (c) to determine the amount of bonus\nawards to participants other than those listed in (d) of the preceding\nparagraph, and (e) evaluate the performance or review evaluations of the\nperformance of eligible employees in the accomplishment of assigned objectives.\nThe Chairman and President may delegate any or all administrative\nresponsibilities delegated to them by the Committee.\n\n    All decisions, determinations and interpretations of the Committee or the\nChairman and the President or their delegatees with respect to the exercise of\ntheir respective responsibilities shall be binding on all parties concerned.\n\n    11. INDIVIDUAL ACCOUNTS. The Committee shall maintain a separate account\nunder the Plan for each participant. Each account shall show the amount awarded,\nvested and unvested portions of awards, amounts deferred, Savings Plan\nEquivalency amounts, if applicable, and amounts equivalent to interest credited\nthereon.\n\n    12. FORFEITURES. Subject to Section III of this Plan, all amounts forfeited\nby participants under the terms of this Plan shall revert to the Company.\n\n    13. PARTIAL PLAN YEAR IN THE EVENT OF CHANGE IN CONTROL. Notwithstanding\nany other provisions of this Plan to the contrary, in the event of a Change in\nControl, either Approved or Unapproved, as those terms are defined in The\nGillette Company Employees' Savings Plan or if the Company is merged, dissolved\nor otherwise ceases to exist after July 1, of any plan year, the Board of\nDirectors or the Personnel Committee of the Board of Directors shall pay\nparticipants awards from the Bonus Pool or Contingency Reserve, if applicable,\nadjusted as follows:\n\n    The achievement of the Growth Goals for that year from the beginning of the\nplan year to the happening of its first or any of the aforementioned events (the\n'Partial Plan year') shall be compared against the results for the same period\nof the preceding year and the bonus pool will be determined on a prorated basis\nfor the Partial Plan Year.\n\nMARCH, 1998\n\n\n\n\n\n\n\n7\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7640],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9546],"class_list":["post-40002","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gillette-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\/40002","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=40002"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40002"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40002"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40002"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}