{"id":40593,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-and-incentive-compensation-plan-procter-amp-gamble-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-and-incentive-compensation-plan-procter-amp-gamble-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-and-incentive-compensation-plan-procter-amp-gamble-co.html","title":{"rendered":"Stock and Incentive Compensation Plan – Procter & Gamble Co."},"content":{"rendered":"

TheProcter & Gamble 2009 Stock and Incentive Compensation Plan<\/strong><\/a><\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n

The Procter & Gamble Company<\/strong><\/p>\n<\/p>\n

Executive Offices<\/p>\n<\/p>\n

1 Procter & Gamble Plaza<\/p>\n<\/p>\n

Cincinnati, OH 45202-3315<\/p>\n<\/p>\n

www.pg.com<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

October 11, 2011<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

To: Participants in The Procter & Gamble 2009 Stock and Incentive
\nCompensation Plan<\/p>\n<\/p>\n<\/p>\n<\/p>\n

This document provides a copy of The Procter & Gamble 2009 Stock and
\nIncentive Compensation Plan followed by important Additional Information. Please
\nsave this with your stock option materials.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Corporate Secretary<\/p>\n<\/p>\n

The Procter & Gamble Company<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

This document constitutes part of a prospectus covering securities
\nthat have been registered under the Securities Act of 1933.<\/strong><\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n<\/p>\n<\/p>\n

R e w a r d s o f L e a d e r s h i p<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

The Procter & Gamble 2009 Stock and Incentive
\nCompensation Plan<\/strong><\/p>\n

\n<\/p>\n

\n<\/p>\n

ARTICLE A — Purpose.<\/strong><\/p>\n<\/p>\n<\/p>\n

The purposes of The Procter & Gamble 2009 Stock and Incentive
\nCompensation Plan (the “Plan”) are to strengthen the alignment of interests
\nbetween those employees of The Procter & Gamble Company (the “Company”) and
\nits subsidiaries who are largely responsible for the success of the business
\n(the “Participants”) and the Company’s shareholders through ownership behavior
\nand the increased ownership of shares of the Company’s common stock (the “Common
\nStock”), and to encourage the Participants to remain in the employ of the
\nCompany and its subsidiaries. This will be accomplished through the granting of
\noptions to purchase shares of Common Stock, the granting of performance related
\nawards, the payment of a portion of the Participants’ remuneration in shares of
\nCommon Stock, the granting of deferred awards related to the increase in the
\nprice of Common Stock, and the granting of restricted stock units (“RSUs”) or
\nother awards that are related to the price of Common Stock.<\/p>\n<\/p>\n<\/p>\n

ARTICLE B — Administration.<\/strong><\/p>\n<\/p>\n<\/p>\n

1. The Plan shall be administered by the Compensation & Leadership
\nDevelopment Committee (the “Committee”) of the Board of Directors of the Company
\n(the “Board”), or such other committee as may be designated by the Board. The
\nCommittee shall consist of not fewer than three (3) members of the Board who are
\n“Non-Employee Directors” as defined in Rule 16b-3 under the Securities Exchange
\nAct of 1934, as amended (the “1934 Act”) to be appointed by the Board from time
\nto time and to serve at the discretion of the Board. They shall also have been
\ndeemed independent by the Board under the Company153s independence guidelines and
\nthe applicable national securities exchange which serves as the principal
\ntrading market for the Common Stock. The Committee may establish such
\nregulations, provisions, and procedures within the terms of the Plan as, in its
\nopinion, may be advisable for the administration and operation of the Plan, and
\nmay designate the Secretary of the Company or other employees of the Company to
\nassist the Committee in the administration and operation of the Plan and may
\ngrant authority to such persons to execute documents on behalf of the Committee.
\nThe Committee shall report on the administration of the Plan as requested by the
\nBoard.<\/p>\n<\/p>\n<\/p>\n

2. Subject to the express provisions of the Plan, the Committee shall have
\nauthority: to grant nonstatutory and incentive stock options; to grant stock
\nappreciation rights either freestanding or in tandem with simultaneously granted
\nstock options; to grant Performance Awards (as defined in Article J); to award a
\nportion of a Participant’s remuneration in shares of Common Stock subject to
\nsuch conditions or restrictions, if any, as the Committee may determine; to
\naward RSUs or other awards that are related to the price of Common Stock; to
\ndetermine all the terms and provisions of the respective stock option, stock
\nappreciation right, stock award, RSU, or other award agreements including
\nsetting the dates when each stock option or stock appreciation right or part
\nthereof may be exercised and determining the conditions and restrictions, if
\nany, of any shares of Common Stock acquired through the exercise of any stock
\noption; to provide for special terms for any stock options, stock appreciation
\nrights, stock awards, RSUs or other awards granted to Participants who are
\nforeign nationals or who are employed by the Company or any of its subsidiaries
\noutside of the United States of America in order to fairly accommodate for
\ndifferences in local law, tax policy or custom and to approve such supplements
\nto or amendments, restatements or alternative versions of the Plan as the
\nCommittee may consider necessary or appropriate for such purposes (without
\naffecting the terms of the Plan for any other purpose); and to make all other
\ndeterminations it deems necessary or advisable for administering the Plan. In
\naddition, at the time of grant the Committee shall have the further authority
\nto:<\/p>\n<\/p>\n<\/p>\n

(a) waive the provisions of Article F, Paragraph 1(a), 1(b) and 1(c);<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n<\/p>\n

(b) waive the provisions of Article G, Paragraph 9(a) and 9(b);and<\/p>\n<\/p>\n<\/p>\n

(c) impose conditions in lieu of those set forth in Article G, Paragraphs 7,
\n8, 9 and 11 for nonstatutory stock options, incentive stock options and stock
\nappreciation rights which do not increase or extend the rights of the
\nParticipant.<\/p>\n<\/p>\n<\/p>\n

ARTICLE C — Participation.<\/strong><\/p>\n<\/p>\n<\/p>\n

The Committee shall select as Participants those employees of the Company and
\nits subsidiaries who, in the opinion of the Committee, have demonstrated a
\ncapacity for contributing in a substantial manner to the success of such
\ncompanies.<\/p>\n<\/p>\n<\/p>\n

ARTICLE D — Limitation on Number of Shares Available Under the
\nPlan.<\/strong><\/p>\n<\/p>\n<\/p>\n

1. Unless otherwise authorized by the shareholders, or as provided in this
\nArticle D or Article K of the Plan, the maximum aggregate number of shares
\navailable for award under the Plan shall be the sum of:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

\n

160,000,000 new shares; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(b)the shares previously authorized but not awarded under The Procter &
\nGamble 2001 Stock and Incentive Compensation Plan and The Gillette Company 2004
\nLong-Term Incentive Plan, in each case, as of the date on which the Plan is
\napproved by shareholders (e.g., approximately 181,113,260 shares in total).<\/p>\n<\/p>\n<\/p>\n

2. In addition to the shares authorized for award by Paragraph 1 of this
\nArticle D, any shares awarded under the Plan, or any of the following plans,
\nthat terminate by expiration, forfeiture, cancellation or otherwise without the
\nissuance of shares, are settled in cash in lieu of shares, or are exchanged with
\nthe Committee153s permission prior to the issuance of shares, for awards not
\ninvolving shares, shall be available for award under the Plan:<\/p>\n<\/p>\n

(a) The Procter & Gamble 1992 Stock Plan;<\/p>\n<\/p>\n

(b) The Procter & Gamble 1992 Stock Plan (Belgian Version);<\/p>\n<\/p>\n

(c) The Procter & Gamble Future Shares Plan;<\/p>\n<\/p>\n

(d) The Procter & Gamble 2001 Stock and Incentive Compensation Plan;<\/p>\n<\/p>\n

(e) The Gillette Company 1971 Stock Option Plan; and<\/p>\n<\/p>\n

(f) The Gillette Company 2004 Long-Term Incentive Plan.<\/p>\n<\/p>\n

Any shares that become available for award under this Article D, Paragraph 2
\nshall be added back to the aggregate shares available using the ratio set forth
\nin Article D, Paragraphs 3(a) and 3(b) below (e.g., one for one for stock
\noptions and stock appreciation rights and 2.88 shares for each share awarded for
\nall other awards).<\/p>\n<\/p>\n<\/p>\n

3. Solely for purposes of calculating the number of shares remaining
\navailable for grant under this Article D:<\/p>\n<\/p>\n<\/p>\n

(a)all stock options and stock appreciation rights awards shall be counted on
\na one for one basis;<\/p>\n<\/p>\n

(b)all full value awards under the Plan to be settled in shares shall be
\ncounted as 2.88 shares for each share awarded;<\/p>\n<\/p>\n

(c)except as otherwise noted in this Article D, Paragraph 4 below, only
\nshares issued by the<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Company shall be counted against the number of shares available; and<\/p>\n<\/p>\n

(d) “shares issued” shall include all shares delivered pursuant to the Plan,
\nall shares tendered, exchanged or withheld to cover option costs and\/or taxes,
\nand all shares underlying an award of stock appreciation rights once such stock
\nappreciation rights are exercised.<\/p>\n<\/p>\n<\/p>\n

4. Shares that were subject to a stock option or stock-settled stock
\nappreciation right and were not issued upon the net settlement or net exercise
\nof such stock option or stock appreciation right may not again be made available
\nfor issuance under the Plan.<\/p>\n<\/p>\n<\/p>\n

5. Notwithstanding anything to the contrary contained herein, shares
\nreacquired by the Company on the open market or otherwise using cash proceeds
\nfrom the exercise of stock options shall not be added to the shares available
\nfor award under Article D, Paragraph 1 above.<\/p>\n<\/p>\n<\/p>\n

6. Subject to the provisions of Article K and Article L, and notwithstanding
\nanything else herein to the contrary, without affecting the number of shares
\nreserved or available hereunder the Committee may authorize the issuance or
\nassumption of benefits under the Plan in connection with any merger,
\nconsolidation acquisition of property or stock, or reorganization upon such
\nterms and conditions as it may deem appropriate, subject to compliance with the
\nrules under Sections 162(m), 409A, 422 and 424 of the Internal Revenue Code
\n(“Code”) as and where applicable.<\/p>\n<\/p>\n<\/p>\n

ARTICLE E — Shares Subject to Use Under the Plan.<\/strong><\/p>\n<\/p>\n<\/p>\n

1. The shares to be delivered by the Company upon exercise of stock options
\nor stock appreciation rights shall be determined by the Committee 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.\n<\/p>\n<\/p>\n<\/p>\n

2.For purposes of the Plan, restricted or unrestricted stock awarded or
\nissued following settlement of RSUs under the terms of the Plan shall be
\nauthorized but unissued shares, treasury shares, or shares acquired in the open
\nmarket by the Company or a subsidiary, as determined by the Committee.<\/p>\n<\/p>\n<\/p>\n

ARTICLE F — Restrictions & Covenants. <\/strong><\/p>\n<\/p>\n<\/p>\n

1. In addition to such other conditions as may be established by the
\nCommittee, in consideration of the granting of an award under the terms of the
\nPlan, each Participant agrees as follows:<\/p>\n<\/p>\n<\/p>\n

(a) The right to exercise any stock option or stock appreciation right shall
\nbe conditional upon certification by the Participant at time of exercise that
\nthe Participant intends to remain in the employ of the Company or one of its
\nsubsidiaries for at least one (1) year following the date of the exercise of the
\nstock option or stock appreciation right (provided that termination of
\nemployment due to Retirement or Special Separation shall not constitute a breach
\nof such certification).<\/p>\n<\/p>\n<\/p>\n

(b) In order to better protect the goodwill of the Company and its
\nsubsidiaries and to prevent the disclosure of the Company’s or its subsidiaries’
\ntrade secrets and confidential information and thereby help ensure the long-term
\nsuccess of the business, the Participant, without prior written consent of the
\nCompany, will not engage in any activity or provide any services, whether as a
\ndirector, manager, supervisor, employee, adviser, consultant or otherwise, for a
\nperiod of three (3) years following the date of the Participant’s termination of
\nemployment with the Company, in connection with the manufacture, development,
\nadvertising, promotion, or sale of any product which is the same as or similar
\nto or competitive with any products of the Company or its subsidiaries
\n(including both existing products as well as products known to the Participant,
\nas a consequence of the Participant’s employment with the<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Company or one of its subsidiaries, to be in development):<\/p>\n<\/p>\n<\/p>\n

(i) with respect to which the Participant’s work has been directly concerned
\nat any time during the two (2) years preceding termination of employment with
\nthe Company or one of its subsidiaries or<\/p>\n<\/p>\n<\/p>\n

(ii) with respect to which during that period of time the Participant, as a
\nconsequence of the Participant’s job performance and duties, acquired knowledge
\nof trade secrets or other confidential information of the Company or its
\nsubsidiaries.<\/p>\n<\/p>\n<\/p>\n

For purposes of this Paragraph (b), it shall be conclusively presumed that
\nParticipants have knowledge of information they were directly exposed to through
\nactual receipt or review of memos or documents containing such information, or
\nthrough actual attendance at meetings at which such information was discussed or
\ndisclosed.<\/p>\n<\/p>\n<\/p>\n

(c) To better protect the Company153s investment in its employees and to ensure
\nthe long-term success of the business, the Participant, without prior written
\nconsent of the Company, will not attempt directly or indirectly to induce any
\nemployee of the Company or its affiliates or subsidiaries to be employed or
\nperform services elsewhere or attempt directly or indirectly to solicit the
\ntrade or business of any current or prospective customer, supplier or partner of
\nthe Company or its affiliates or subsidiaries.<\/p>\n<\/p>\n<\/p>\n

(d) Because a main purpose of the Plan is to strengthen the alignment of
\ninterests between employees of the Company (including all affiliates and
\nsubsidiaries) and its shareholders to ensure the continued success of the
\nCompany, the Participant will not take any action that is significantly contrary
\nto the best interests of the Company or its affiliates or subsidiaries. For
\npurposes of this paragraph, an action taken “significantly contrary to the best
\ninterests of the Company or its affiliates or subsidiaries” includes without
\nlimitation any action taken or threatened by the Participant that the Committee
\ndetermines has, or is reasonably likely to have, a significant adverse impact on
\nthe reputation, goodwill, stability, operation, personnel retention and
\nmanagement, or business of the Company or any affiliate or subsidiary.<\/p>\n<\/p>\n<\/p>\n

(e) The provisions of this Article F are not in lieu of, but are in addition
\nto the continuing obligation of the Participant (which Participant acknowledges
\nby accepting any award under the Plan) to not use or disclose the Company’s or
\nits subsidiaries’ trade secrets and confidential information known to the
\nParticipant until any particular trade secret or confidential information
\nbecomes generally known (through no fault of the Participant), whereupon the
\nrestriction on use and disclosure shall cease as to that item. Information
\nregarding products in development, in test marketing or being marketed or
\npromoted in a discrete geographic region, which information the Company or one
\nof its subsidiaries is considering for broader use, shall not be deemed
\ngenerally known until such broader use is actually commercially implemented. As
\nused in this Article F, “generally known” means known throughout the domestic U.
\nS. industry or, in the case of Participants who have job responsibilities
\noutside of the United States, the appropriate foreign country or countries’
\nindustry.<\/p>\n<\/p>\n<\/p>\n

(f) By acceptance of any award granted under the terms of the Plan, the
\nParticipant acknowledges that if the Participant were, without authority, to use
\nor disclose the Company’s or any of its affiliates153 or subsidiaries’ trade
\nsecrets or confidential information or threaten to do so, the Company or one of
\nits subsidiaries would be entitled to injunctive and other appropriate relief to
\nprevent the Participant from doing so. The Participant acknowledges that the
\nharm caused to the Company by the breach or anticipated breach of this Article F
\nis by its nature irreparable because, among other things, it is not readily
\nsusceptible of proof as to the monetary harm that would ensue. The Participant
\nconsents that any interim or final equitable relief entered by a court of
\ncompetent jurisdiction shall, at the request of the Company or one of its
\nsubsidiaries, be entered on consent and enforced by any court having
\njurisdiction<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

over the Participant, without prejudice to any rights either party may have
\nto appeal from the proceedings which resulted in any grant of such relief.<\/p>\n<\/p>\n<\/p>\n

(g) If any of the provisions contained in this Article F shall for any
\nreason, whether by application of existing law or law which may develop after
\nthe Participant’s acceptance of an award under the Plan be determined by a court
\nof competent jurisdiction to be overly broad as to scope of activity, duration,
\nor territory, the Participant agrees to join the Company or any of its
\nsubsidiaries in requesting such court to construe such provision by limiting or
\nreducing it so as to be enforceable to the extent compatible with then
\napplicable law. If any one or more of the terms, provisions, covenants, or
\nrestrictions of this Article F shall be determined by a court of competent
\njurisdiction to be invalid, void or unenforceable, then the remainder of the
\nterms, provisions, covenants, and restrictions of this Article F shall remain in
\nfull force and effect and shall in no way be affected, impaired, or invalidated.\n<\/p>\n<\/p>\n<\/p>\n

2. The Committee may cancel, rescind, suspend, withhold or otherwise limit or
\nrestrict any unexpired, unpaid or deferred awards at any time if the Participant
\nis not in compliance with all terms and conditions set forth in the Plan. By
\nacceptance of any award granted under the terms of the Plan, Participant
\nacknowledges that the remedies outlined in this Paragraph 2 and in Paragraph 3
\nbelow are in addition to any remedy the Company or any affiliate or subsidiary
\nmay have at law or in equity, including without limitation injunctive and other
\nappropriate relief.<\/p>\n<\/p>\n<\/p>\n

3. Upon exercise, payment or delivery of an award, the Participant shall
\ncertify in a manner acceptable to the Company that he or she has complied with
\nthe terms and conditions of the Plan. In the event a Participant fails to comply
\nwith any provision in this Article F, the Participant shall repay to the Company
\nthe net proceeds of any exercises, payments or deliveries of awards which occur
\nat any time after the earlier of the following two dates: (a) the date three
\nyears immediately preceding any such violation; or (b) the date 6 months prior
\nto the Participant153s termination of employment with the Company. The Participant
\nshall repay to the Company the net proceeds in such manner and on such terms and
\nconditions as may be required by the Company, and the Company shall be entitled
\nto set-off against the amount of any such net proceeds any amount owed to the
\nParticipant by the Company, to the extent that such set-off is not inconsistent
\nwith Section 409A of the Code. For purposes of this paragraph, net proceeds
\nshall mean (1) for each stock option or stock appreciation right exercise, the
\ndifference between the exercise price and the greater of (i) the price of Common
\nStock on the date of exercise or (ii) the amount realized upon the disposition
\nof the underlying shares, less any applicable taxes withheld by the Company; (2)
\nfor RSUs, the greater of (i) the number of net shares delivered to Participant
\nmultiplied by the closing price of Common Stock on the date of delivery or (ii)
\nthe amount realized upon the disposition of the number of net shares delivered,
\nless any applicable taxes withheld by the Company; and (3) for restricted stock,
\nthe greater of (i) the number of net shares retained by, or delivered to,
\nParticipant after any restrictions lapse multiplied by the closing price of
\nCommon Stock on the date the restrictions lapse or (ii) the amount realized upon
\nthe disposition of the number of net shares delivered, less any applicable taxes
\nwithheld by the Company.<\/p>\n<\/p>\n<\/p>\n

4.The fact that a Participant has been granted an award under the Plan shall
\nnot limit the right of the employer to terminate the Participant’s employment at
\nany time.<\/p>\n<\/p>\n<\/p>\n

5. The Company reserves the right from time to time to suspend the exercise
\nof any stock option or stock appreciation right, the delivery of any shares or
\nthe settlement of any RSUs, where such suspension is deemed by the Company as
\nnecessary or appropriate for corporate purposes. No such suspension shall extend
\nthe life of the stock option or stock appreciation right beyond its expiration
\ndate, and in no event will there be a suspension in the five (5) calendar days
\nimmediately preceding the expiration date.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

6. The Committee may require any Participant to accept any award under the
\nPlan and\/or to exercise any stock options or stock appreciation rights by means
\nof electronic signature.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

ARTICLE G — Stock Options and Stock Appreciation Rights. <\/strong>\n<\/p>\n<\/p>\n

1. All stock options and stock appreciation rights granted hereunder shall
\nhave a maximum life of no more than ten (10) years from the date of grant.<\/p>\n<\/p>\n<\/p>\n

2. No stock options or stock appreciation rights shall be exercisable within
\none (1) year from their date of grant, except in the case of the death of the
\nParticipant.<\/p>\n<\/p>\n<\/p>\n

3. The exercise price for all stock options and stock appreciation rights
\nshall be established by the Committee at the time of their grant and shall be
\nnot less than one hundred percent (100%) of the fair market value of the Common
\nStock on the date of grant.<\/p>\n<\/p>\n<\/p>\n

4. The maximum number of shares with respect to which stock options or stock
\nappreciation rights may be granted to any Participant in any calendar year shall
\nnot exceed 2,000,000 shares.<\/p>\n<\/p>\n<\/p>\n

5. If the Committee grants incentive stock options, all such stock options
\nshall contain such provisions as permit them to qualify as “incentive stock
\noptions” within the meaning of Section 422 of the Code, as may be amended from
\ntime to time.<\/p>\n<\/p>\n<\/p>\n

6. The maximum number of shares that may be issued as incentive stock options
\nunder the Plan shall be the aggregate number of shares available for award under
\nArticle D. 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
\nCode, as it may be amended from time to time).<\/p>\n<\/p>\n<\/p>\n

7. Unless a transfer has been duly authorized by the Committee pursuant to
\nArticle G, Paragraph 8 below, during the lifetime of the Participant, stock
\noptions and stock appreciation rights may be exercised only by the Participant
\npersonally, or, in the event of the legal incompetence of the Participant, by
\nthe Participant’s duly appointed legal guardian and are not transferable other
\nthan by will or by the laws of descent and distribution. For the purpose of
\nexercising stock options or stock appreciation rights after the death of the
\nParticipant:<\/p>\n<\/p>\n

(a) the persons to whom the stock options or stock appreciation rights have
\nbeen transferred by will or the laws of descent and distribution shall have the
\nprivilege of exercising remaining stock options, stock appreciation rights or
\nparts thereof, whether or not exercisable on the date of death of such
\nParticipant, at any time prior to the expiration date of the stock options or
\nstock appreciation rights; and<\/p>\n<\/p>\n<\/p>\n

(b) the duly appointed executors and administrators of the estate of the
\ndeceased Participant shall have the same rights and obligations with respect to
\nthe stock options and stock appreciation rights as legatees or distributees
\nwould have after distribution to them from the Participant’s estate.<\/p>\n<\/p>\n<\/p>\n

8. The Committee may authorize the transfer of stock options and stock
\nappreciation rights upon such terms and conditions as the Committee may require;
\nprovided, however, that no stock option or stock appreciation right may be sold
\nby a Participant without shareholder approval. Such transfer shall become
\neffective only upon the Committee153s complete satisfaction that the proposed
\ntransferee has<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

strictly complied with such terms and conditions, and both the original
\nParticipant and the transferee shall be subject to the same terms and conditions
\nhereunder as the original Participant.<\/p>\n<\/p>\n<\/p>\n

9. In the event that a Participant ceases to be an employee of the Company or
\nany of its subsidiaries while holding an unexercised stock option or stock
\nappreciation right:<\/p>\n<\/p>\n<\/p>\n

(a) Any unexercisable portions thereof are then void, except in the case of:
\n(1) death of the Participant; (2) Retirement or Special Separation where the
\nparticipant is employed through June 30th<\/sup> following the date the
\noptions were granted; or (3) any option as to which the Committee has waived, at
\nthe time of grant, the provisions of this Article G, Paragraph 9(a).<\/p>\n<\/p>\n<\/p>\n

(b) Any exercisable portions thereof are then void, except in the case of:
\n(1) death of the Participant; (2) Retirement or Special Separation; or (3) any
\noption as to which the Committee has waived, at the time of grant, the
\nprovisions of this Article G, Paragraph 9(b).<\/p>\n<\/p>\n<\/p>\n

The definitions of “Special Separation” and “Retirement” are set forth in
\nArticle L, Paragraphs 5 and 6 of the Plan, respectively.<\/p>\n<\/p>\n<\/p>\n

10. For purposes of this Article G, Paragraph 10 of the Plan, an employee on
\na leave of absence shall not be deemed to have “ceased to be an employee of the
\nCompany or any of its subsidiaries” during that time. Leave of absence means any
\nperiod of time away from work granted to any employee by his or her employer
\nbecause of illness, injury, or other reasons satisfactory to the employer.<\/p>\n<\/p>\n<\/p>\n

11. Upon the exercise of stock appreciation rights, the Participant shall be
\nentitled to receive a redemption differential for each such stock appreciation
\nright which shall be the difference between the then fair market value of one
\nshare of Common Stock and the exercise price of one stock appreciation right
\nthen being exercised. In the case of the redemption of stock appreciation rights
\nby a subsidiary of the Company not located in the United States, the redemption
\ndifferential shall be calculated in United States dollars and converted to the
\nappropriate local currency on the exercise date. As determined by the Committee,
\nthe redemption differential may be paid in cash, Common Stock to be valued at
\nits fair market value on the date of exercise, any other mode of payment deemed
\nappropriate by the Committee or any combination thereof.<\/p>\n<\/p>\n<\/p>\n

12. With respect to stock options granted in tandem with stock appreciation
\nrights, the exercise of either such stock options or such stock appreciation
\nrights will result in the simultaneous cancellation of the same number of tandem
\nstock appreciation rights or stock options, as the case may be.<\/p>\n<\/p>\n<\/p>\n

13. Except as permitted by Article K or as otherwise authorized by
\nshareholders, no stock option or stock appreciation right shall be amended to
\nreduce the exercise price or cancelled in exchange for cash, other awards or
\nstock options or stock appreciation rights having a lower exercise price without
\nthe prior approval of the shareholders of the Company. This Article G, Paragraph
\n13 is intended to prohibit the re-pricing of “underwater” stock options and
\nstock appreciation rights and shall not be construed to prohibit the adjustments
\npermitted under Article K of the Plan.<\/p>\n<\/p>\n<\/p>\n

14. No dividends or dividend equivalents shall be awarded under the Plan for
\nany stock options or stock appreciation rights.<\/p>\n<\/p>\n<\/p>\n

ARTICLE H — Payment for Stock Options and Tax Withholding for All
\nAwards.<\/strong><\/p>\n<\/p>\n<\/p>\n

Upon the exercise of a stock option, payment in full of the exercise price
\nshall be made by the Participant. As determined by the Committee, the stock
\noption exercise price may be paid by the Participant either in cash, shares of
\nCommon Stock valued at their fair market value on the date of<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

exercise, 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
\nParticipant153s stock option or stock appreciation right exercise or the lapse of
\nrestrictions on, or delivery of shares pursuant to, any Participant153s award of
\nshares of Common Stock or RSUs, the Committee may require the Participant to
\nmake such arrangements as the Company may deem necessary for the payment of such
\ntaxes required to be withheld (including, without limitation, relinquishment of
\na portion of such stock options, the proceeds received by the Participant in a
\nsimultaneous exercise and sale of stock during a “cashless” exercise, or the
\nRSUs or shares of Common Stock subject to such restrictions). Notwithstanding
\nany action taken by the Company with respect to any income tax, social
\ninsurance, payroll tax, or other tax, the acceptance of an award under the Plan
\nrepresents the Participant153s acknowledgement that the ultimate liability for any
\nsuch tax owed by the Participant is and remains the Participant153s
\nresponsibility, and that the Company makes no representations about the tax
\ntreatment of any award, and does not commit to structure any aspect of the award
\nto reduce or eliminate a Participant153s tax liability. In no event, however,
\nshall the Committee be permitted to require payment from a Participant in excess
\nof the maximum required tax withholding rates.<\/p>\n<\/p>\n<\/p>\n

ARTICLE I — Grant of Unrestricted Stock, Restricted Stock or
\nRSUs.<\/strong><\/p>\n<\/p>\n<\/p>\n

The Committee may grant Common Stock or RSUs to Participants under the Plan
\nsubject to such conditions or restrictions, if any, as the Committee may
\ndetermine. Unless the grant materials for an award made under this Article I,
\nincluding any statements of terms and conditions accompanying such award, state
\nspecifically to the contrary, the restrictions and covenants set forth in
\nArticle F shall apply to all such awards.<\/p>\n<\/p>\n<\/p>\n

ARTICLE J — Performance Related Awards.<\/strong><\/p>\n<\/p>\n<\/p>\n

1. The Committee, in its discretion, may establish performance goals for
\nselected Participants and authorize the granting of cash, stock options, stock
\nappreciation rights, Common Stock, RSUs or other awards that are related to the
\nprice of Common Stock, other property, or any combination thereof (“Performance
\nAwards”) to such Participants upon achievement of such established performance
\ngoals during a specified time period (the “Performance Period”). The Committee,
\nin its discretion, shall determine the Participants eligible for Performance
\nAwards, the performance goals to be achieved during each Performance Period, the
\namount of any Performance Awards to be paid, and the method of payment for any
\nPerformance Awards. Performance Awards may be granted either alone or in
\naddition to other grants made under the Plan.<\/p>\n<\/p>\n<\/p>\n

2. Notwithstanding the foregoing, any Performance Awards granted under this
\nArticle to any Participant subject to the restrictions set forth in Section
\n162(m) of the Code, other than stock options and stock appreciation rights that
\nwould otherwise qualify as performance-based compensation under Section 162(m)
\nwithout the restrictions of this Article J, Paragraph 2, shall comply with all
\nof the following requirements:<\/p>\n<\/p>\n<\/p>\n

(a) Each award shall specify the specific performance objectives (the
\n“Performance Objectives”) which, if achieved, will result in payment of the
\nPerformance Award. The Performance Objectives may be described in terms of
\nCompany-wide objectives that are related to the individual Participant or
\nobjectives 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, organic sales growth, cash flow, cash
\nflow efficiency, earnings per share, return on equity, total shareholder return,
\ngross margin,<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

stock price growth measures, operating total shareholder return, net earnings
\nor net income (before or after taxes), return on assets or capital, earnings
\n(before or after interest, taxes, depreciation and\/or amortization), operating
\nincome, operating margin, acquisition integration metrics, economic value added,
\nand\/or costs. The Performance Objectives may be made relative to the performance
\nof other corporations. While the Committee may, in its discretion, change or
\nmodify the performance criteria used to calculate a Performance Award, all
\ncriteria used must be drawn from the above list and otherwise be valid
\nperformance criteria for purposes of Section 162(m) of the Code. The Committee
\nmay not change the criteria or Performance Objectives for any Performance Period
\nthat has already been approved by the Committee. The Committee may cancel a
\nPerformance Period or replace a Performance Period with a new Performance
\nPeriod, provided that any such cancellation or replacement shall not cause the
\nPerformance Award to fail to meet the requirements of Section 162(m) of the
\nCode.<\/p>\n<\/p>\n<\/p>\n

(b) Each award shall specify the minimum level of achievement required by the
\nParticipant relative to the Performance Objectives to qualify for a Performance
\nAward. In doing so, the award shall establish a formula for determining the
\npercentage of the Performance Award to be awarded if performance is at or above
\nthe minimum level, but falls short of full achievement of the specified
\nPerformance Objectives. Each award may also establish a formula for determining
\nan additional award above and beyond the Performance Award to be granted to the
\nParticipant if performance is at or above the specified Performance Objectives.
\nSuch additional award shall also be established as a percentage of the
\nPerformance Award. The Committee may decrease a Performance Award as determined
\nby the Performance Objectives, but in no case may the Committee increase any
\nPerformance Award as determined by the Performance Objectives.<\/p>\n<\/p>\n<\/p>\n

(c) The maximum Performance Award that may be granted to any Participant for
\nany one-year Performance Period shall not exceed $20,000,000 or 400,000 shares
\nof Common Stock (the “Annual Maximum”). The maximum Performance Award that may
\nbe granted to any Participant for a Performance Period greater than one year
\nshall not exceed the Annual Maximum multiplied by the number of full years in
\nthe Performance Period.<\/p>\n<\/p>\n<\/p>\n

(d) In the event an award intended to comply with Section 162(m) of the Code,
\nall terms of the award and any accompanying Committee action shall be
\ninterpreted in a manner that results in the award complying with that section,
\nand, to the extent a Plan term or Committee action is inconsistent with Section
\n162(m), the Plan term or Committee action shall be deemed modified (or, if
\nnecessary, treated as void) in a manner that results in compliance with Section
\n162(m).<\/p>\n<\/p>\n<\/p>\n

ARTICLE K — Adjustments.<\/strong><\/p>\n<\/p>\n<\/p>\n

In the event of any future reorganization, recapitalization, stock split,
\nstock dividend, combination of shares, merger, consolidation, rights offering,
\nshare exchange, reclassification, distribution, spin-off, split-off or other
\nchange affecting the corporate structure, capitalization or Common Stock of the
\nCompany occurring after the date of approval of the Plan by the Company’s
\nshareholders, (i) the amount of shares authorized to be issued under the Plan;
\n(ii) the number of shares and\/or the exercise prices covered by outstanding
\nstock options, stock appreciation rights or RSUs; and (iii) the maximum award
\nlimits set forth in Article D, Article G, Paragraph 4 and Article J, Paragraph
\n2(c) shall be adjusted appropriately and equitably to prevent dilution or
\nenlargement of rights under the Plan. Following any such change, the term
\n“Common Stock” shall be deemed to refer to such class of shares or other
\nsecurities as may be applicable.<\/p>\n<\/p>\n<\/p>\n

ARTICLE L — Additional Provisions and Definitions.<\/strong><\/p>\n<\/p>\n<\/p>\n

1. The Plan may not be amended without the express authority of the Committee
\nor the Board.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

The Board may, at any time, repeal the Plan or may amend it except that no
\nsuch amendment may amend this paragraph, increase the total aggregate number of
\nshares subject to the Plan or the share counting ratios set forth in Article D,
\nParagraph 3, reduce the price at which stock options, stock appreciation rights,
\nRSUs or shares of Common Stock may be granted or exercised, or alter the class
\nof employees eligible to receive awards under the Plan. Participants and the
\nCompany shall be bound by any such amendments as of their effective dates, but
\nif any outstanding stock options, stock appreciation rights, RSUs or shares of
\nCommon Stock are materially affected adversely, notice thereof shall be given to
\nthe Participants holding such stock options and stock appreciation rights and
\nsuch amendments shall not be applicable without such Participant153s written
\nconsent. If the Plan is repealed in its entirety, all theretofore granted
\nunexercised stock options or stock appreciation rights shall continue to be
\nexercisable in accordance with their terms and RSUs, Performance Awards and
\nshares of Common Stock subject to conditions or restrictions granted pursuant to
\nthe Plan shall continue to be subject to such conditions or restrictions.<\/p>\n<\/p>\n<\/p>\n

2. In the case of a Participant who is an employee of a subsidiary of the
\nCompany, 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 Participant
\nwith or without cause. None of the Participants, either individually or as a
\ngroup, and no beneficiary, transferee or other person claiming under or through
\nany Participant, 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.<\/p>\n<\/p>\n<\/p>\n

3. “Subsidiary” means any company in which more than fifty percent (50%) of
\nthe total combined voting power of all classes of stock is owned, directly or
\nindirectly, by the Company or, if the company does not issue stock, more than
\nfifty percent (50%) of the total combined ownership interest is owned, directly
\nor 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 Company153s direct or indirect
\nownership is fifty percent (50%) or less of the company153s total combined
\nownership interest.<\/p>\n<\/p>\n<\/p>\n

4. Notwithstanding anything to the contrary in the Plan, the following
\nprovisions shall apply in connection with a “Change in Control” (as defined in
\nParagraph (c) below).<\/p>\n<\/p>\n<\/p>\n

(a) Awards Assumed by Successor<\/u><\/p>\n<\/p>\n<\/p>\n

(i) Upon the occurrence of a Change in Control, any awards made under the
\nPlan that are Assumed (as defined in Paragraph (v) below) by the entity
\neffecting the Change in Control shall vest and be exercisable in accordance with
\nthe terms of the original grant unless, during the three (3) year period
\ncommencing on the date of the Change in Control (“Post-CIC period”):<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(A)<\/p>\n<\/td>\n

\n

Participant is involuntarily terminated for reasons other than for Cause (as
\ndefined in Paragraph (iii) below); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(B)<\/p>\n<\/td>\n

\n

Participant terminates his or her employment for Good Reason (as defined in
\nParagraph (iv) below).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(ii) Any Participant whose employment is terminated as described in
\nParagraphs 4(a)(i)(A) or 4(a)(i)(B) above shall be deemed a Special Separation,
\nand any outstanding stock options and stock<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

appreciation rights shall become fully vested and exercisable and any
\nrestrictions that apply to awards made pursuant to the Plan shall lapse on the
\ndate of termination and provided that any Participant who terminates his or her
\nemployment for Good Reason must:<\/p>\n<\/p>\n<\/p>\n

(A) provide the Company with a written notice of his her or her intent to
\nterminate employment for Good Reason within sixty (60) days of Participant
\nbecoming aware of the circumstances giving rise to Good Reason; and<\/p>\n<\/p>\n

(B) allow the Company thirty (30) days to remedy such circumstances to the
\nextent curable.<\/p>\n<\/p>\n<\/p>\n

(iii) Solely for purposes of this Article L, Paragraph 4 (and not for Article
\nL, Paragraph 5), “Cause” shall mean:<\/p>\n<\/p>\n<\/p>\n

(A) Participant153s conviction of or plea of guilty or nolo contendere, or no
\ncontest to, a felony;<\/p>\n<\/p>\n

(B) Participant153s violation of a material Company policy, which violation
\ncontinues after written notice from the Company; or<\/p>\n<\/p>\n

(C) Participant153s bad faith and\/or willful failure or refusal to perform
\nservices.<\/p>\n<\/p>\n<\/p>\n

(iv) Solely for purposes of this Article L, Paragraph 4, “Good Reason” shall
\nmean the occurrence, during the Post-CIC Period, of any of the following without
\nParticipant153s written consent, in each case, when compared to the arrangements
\nin effect immediately prior to the Change in Control:<\/p>\n<\/p>\n<\/p>\n

(A) a material reduction in Participant153s total compensation;<\/p>\n<\/p>\n

(B) a material reduction in Participant153s annual or long-term incentive
\nopportunities (including a material adverse change in the method of calculating
\nParticipant153s annual or long-term incentives);<\/p>\n<\/p>\n

(C) a material diminution in Participant153s duties, responsibilities or
\nauthority; or<\/p>\n<\/p>\n

(D) a relocation of more than 50 miles from Participant153s office location.\n<\/p>\n<\/p>\n<\/p>\n

(v) For purposes of this Article L, Paragraph 4, an award shall be considered
\nassumed (“Assumed”) if each of the following conditions are met:<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(A)<\/p>\n<\/td>\n

\n

stock options and stock appreciation rights are converted into a replacement
\naward in a manner that complies with Section 409A of the Code;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(B)<\/p>\n<\/td>\n

\n

RSUs and restricted stock awards are converted into a replacement award
\ncovering a number of shares of the entity effecting the Change in Control (or a
\nsuccessor or parent corporation), as determined in a manner substantially
\nsimilar to the treatment of an equal number of shares of the Company common
\nstock covered by the award; provided that to the extent that any portion of the
\nconsideration received by holders of the Company common stock in the Change
\nControl transaction is not in the form of the common stock of such entity (or a
\nsuccessor or parent corporation), the number of shares covered by the
\nreplacement award shall be based on the average of the high and low selling
\nprices of the common stock of such entity (or a successor or parent corporation)
\non the established stock exchange on the trading day immediately preceding the
\ndate of the Change in Control;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(C)<\/p>\n<\/td>\n

\n

the replacement award contains provisions for scheduled vesting and treatment
\non termination of employment (including the definition of Cause and Good Reason)
\nthat are no less favorable to Participant than the underlying award being
\nreplaced, and all other terms of the replacement award (other than the security
\nand number of shares represented by the replacement award) are substantially
\nsimilar to the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n<\/p>\n

underlying award; and<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(D)<\/p>\n<\/td>\n

\n

the security represented by the replacement award is of a class that is
\npublicly held and widely traded on an established stock exchange.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(b) Awards Not Assumed by Successor<\/u><\/p>\n<\/p>\n<\/p>\n

(i) Upon the occurrence of a Change in Control, awards under the Plan which
\nare not Assumed by the person(s) or entity(s) effecting the Change in Control
\nshall become fully vested and exercisable on the date of the Change in Control
\nand any restrictions that apply to such awards shall lapse.<\/p>\n<\/p>\n<\/p>\n

(ii) Stock Options and Stock Appreciation Rights<\/u>. For each stock
\noption and stock appreciation right, Participant shall receive a payment equal
\nto the difference between the consideration (consisting of cash or other
\nproperty (including securities of a successor or parent corporation)) received
\nby holders of Common Stock in the Change in Control transaction and the exercise
\nprice of the applicable stock option or stock appreciation right, if such
\ndifference is positive. Such payment shall be made in the same form as the
\nconsideration received by holders of Common Stock. Any stock options or stock
\nappreciation rights with an exercise price that is higher than the per share
\nconsideration received by holders of Common Stock in connection with the Change
\nin Control shall be cancelled for no additional consideration.<\/p>\n<\/p>\n<\/p>\n

(iii) Restricted Stock and RSUs<\/u>. The Participant shall receive the
\nconsideration (consisting of cash or other property (including securities of a
\nsuccessor or parent corporation)) which such Participant would have received in
\nthe Change in Control transaction had he or she been, immediately prior to such
\ntransaction, a holder of the number of shares of the Common Stock equal to the
\nnumber of RSUs and\/or shares of restricted stock covered by the award.<\/p>\n<\/p>\n<\/p>\n

(iv) The payments contemplated by clauses (ii) and (iii) of this Paragraph
\n4(b) shall be made at the same time as consideration is paid to the holders of
\nthe Common Stock in connection with the Change in Control.<\/p>\n<\/p>\n<\/p>\n

(c) For purposes of the Plan, a “Change in Control” shall mean the occurrence
\nof any of the following:<\/p>\n<\/p>\n<\/p>\n

(i) An acquisition (other than directly from the Company) of any voting
\nsecurities of the Company (the “Voting Securities”) by any “Person” (as the term
\nperson is used for purposes of Section 13(d) or 14(d) of the 1934 Act),
\nimmediately after which such Person has “Beneficial Ownership” (within the
\nmeaning of Rule 13d-3 promulgated under the 1934 Act) of twenty percent (20%) or
\nmore of the then outstanding shares or the combined voting power of the
\nCompany’s then outstanding Voting Securities; provided, however,<\/em> in
\ndetermining whether a Change in Control has occurred pursuant to this Paragraph
\n4(c), shares or Voting Securities which are acquired in a “Non-Control
\nAcquisition” shall not constitute an acquisition which would cause a Change in
\nControl. A “Non-Control Acquisition” shall mean an acquisition by (i) an
\nemployee benefit plan (or a trust forming a part thereof) maintained by (A) the
\nCompany or (B) any corporation or other Person of which a majority of its voting
\npower or its voting equity securities or equity interest is owned, directly or
\nindirectly, by the Company (for purposes of this definition, a “Related
\nEntity”), (ii) the Company or any Related Entity, or (iii) any Person in
\nconnection with a “Non-Control Transaction” (as defined in Paragraph
\n4(c)(iii)(A)(1) below);<\/p>\n<\/p>\n

(ii) The individuals who, as of October 14, 2009 are members of the Board
\n(the “Incumbent Board”), cease for any reason to constitute at least half of the
\nmembers of the Board; or, following a Merger (as hereinafter defined) which
\nresults in a Parent Corporation (as defined in Paragraph 4(c)(iii)(A)(1) below),
\nthe board of directors of the ultimate Parent Corporation; provided,
\nhowever<\/em>, that if the<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

election, or nomination for election by the Company’s common stockholders, of
\nany new director was approved by a vote of at least two-thirds of the Incumbent
\nBoard, such new director shall, for purposes of the Plan, be considered as a
\nmember of the Incumbent Board; provided further, however<\/em>, that no
\nindividual shall be considered a member of the Incumbent Board if such
\nindividual initially assumed office as a result of either an actual or
\nthreatened “Election Contest” (as described in Rule 14a-11 promulgated under the
\n1934 Act) or other actual or threatened solicitation of proxies or consents by
\nor on behalf of a Person other than the Board (a “Proxy Contest”) including by
\nreason of any agreement intended to avoid or settle any Election Contest or
\nProxy Contest; or<\/p>\n<\/p>\n

(iii) The consummation of:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(A)<\/p>\n<\/td>\n

\n

A merger, consolidation or reorganization with or into the Company or in
\nwhich securities of the Company are issued (a “Merger”), unless such Merger is a
\n“Non-Control Transaction.” A “Non-Control Transaction” shall mean a Merger
\nwhere:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(1)<\/p>\n<\/td>\n

\n

the stockholders of the Company, immediately before such Merger own directly
\nor indirectly immediately following such Merger at least fifty percent (50%) of
\nthe combined voting power of the outstanding voting securities of (x) the
\ncorporation resulting from such Merger (the “Surviving Corporation”) in
\nsubstantially the same proportion as their ownership immediately prior to such
\nmerger if fifty percent (50%) or more of the combined voting power of the then
\noutstanding voting securities of the Surviving Corporation is not Beneficially
\nOwned, directly or indirectly by another Person (a “Parent Corporation”), or (y)
\nif there is one or more Parent Corporations, the ultimate Parent Corporation;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(2)<\/p>\n<\/td>\n

\n

the individuals who were members of the Incumbent Board immediately prior to
\nthe execution of the agreement providing for such Merger constitute at least
\nhalf of the members of the board of directors of (x) the Surviving Corporation,
\nif there is no Parent Corporation, or (y) if there is one or more Parent
\nCorporations, the ultimate Parent Corporation; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(3)<\/p>\n<\/td>\n

\n

no Person other than (1) the Company, (2) any Related Entity, (3) any
\nemployee benefit plan (or any trust forming a part thereof) that, immediately
\nprior to such Merger was maintained by the Company or any Related Entity, or (4)
\nany Person who, immediately prior to such merger, consolidation or
\nreorganization had Beneficial Ownership of twenty percent (20%) or more of the
\nthen outstanding Voting Securities or shares, has Beneficial Ownership of twenty
\npercent (20%) or more of the combined voting power of the outstanding voting
\nsecurities or common stock of (x) the Surviving Corporation if there is no
\nParent Corporation, or (y) if there is one or more Parent Corporations, the
\nultimate Parent Corporation;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(B) Shareholder approval of a complete liquidation or dissolution of the
\nCompany; or<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(C)<\/p>\n<\/td>\n

\n

Shareholder approval of the sale or other disposition of all or substantially
\nall of the assets of the Company to any Person (other than a transfer to a
\nRelated Entity or under conditions that would constitute a Non-Control
\nTransaction with the disposition of assets being regarded as a Merger for this
\npurpose or the distribution<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n<\/p>\n

to the Company153s stockholders of the stock of a Related Entity or any other
\nassets).<\/p>\n<\/p>\n

Notwithstanding the foregoing, a Change in Control shall not be deemed to
\noccur 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.<\/p>\n<\/p>\n<\/p>\n

5. The term “Special Separation” shall mean any termination of employment
\nthat occurs prior to the time a Participant is eligible to retire, except a
\ntermination for cause or a voluntary resignation that is not initiated or
\nencouraged by the Company. For purposes of this provision, a resignation that is
\nin lieu of a termination for cause shall not be a Special Separation.<\/p>\n<\/p>\n<\/p>\n

6. The term “Retirement” shall mean: (a) retirement in accordance with the
\nprovisions 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.<\/p>\n<\/p>\n<\/p>\n

ARTICLE M — Consent.<\/strong><\/p>\n<\/p>\n<\/p>\n

Every Participant who receives a stock option, stock appreciation right, RSU,
\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, RSU,
\nor grant of shares agreement referable thereto, and the acceptance of any stock
\noption, stock appreciation right, RSU, or grant of shares pursuant to the Plan
\nshall constitute a binding agreement between the Participant and the Company and
\nits subsidiaries and any successors in interest to any of them. Every Person who
\nreceives a stock option, stock appreciation right, RSU, or grant of shares from
\na Participant pursuant to the Plan shall, in addition to such terms and
\nconditions as the Committee may require upon such grant, be bound by the terms
\nand provisions of the Plan and of the stock option, stock appreciation right,
\nRSU, or grant of shares agreement referable thereto, and the acceptance of any
\nstock option, stock appreciation right, RSU, or grant of shares by such Person
\nshall constitute a binding agreement between such Person and the Company and its
\nsubsidiaries and any successors in interest to any of them. The Plan shall be
\ngoverned by and construed in accordance with the laws of the State of Ohio,
\nUnited States of America.<\/p>\n<\/p>\n<\/p>\n

ARTICLE N — Purchase of Shares or Stock Options.<\/strong><\/p>\n<\/p>\n<\/p>\n

The Committee may authorize any Participant to convert cash compensation
\notherwise payable to such Participant into stock options, RSUs or shares of
\nCommon Stock under the Plan upon such terms and conditions as the Committee, in
\nits discretion, 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.<\/p>\n<\/p>\n

ARTICLE O — Duration of Plan.<\/strong><\/p>\n<\/p>\n<\/p>\n

The Plan will terminate on October 13, 2019 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<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

under the Plan of the Company (or any subsidiary) or of anyone to whom stock
\noptions or stock appreciation rights were granted prior thereto or to whom
\nshares or RSUs have been granted prior to such termination.<\/p>\n<\/p>\n<\/p>\n

ARTICLE P : Compliance with Section 409A of the Internal Revenue
\nCode.<\/strong><\/p>\n<\/p>\n<\/p>\n

To the extent applicable, it is intended that the Plan and any awards made
\nhereunder comply with the provisions of Section 409A of the Code, so that the
\nincome inclusion and\/or 20% additional tax provisions of Section 409A(a)(1) of
\nthe Code do not apply to the Participants. The Plan and any awards made
\nhereunder shall be administered in a manner consistent with this intent. Any
\nreference in the Plan to Section 409A of the Code will also include any
\nregulations or any other formal guidance promulgated with respect to such
\nSection by the U.S. Department of the Treasury or the Internal Revenue Service.\n<\/p>\n<\/p>\n<\/p>\n

Neither a Participant nor any of a Participant153s creditors or beneficiaries
\nshall have the right to subject any deferred compensation (within the meaning of
\nSection 409A of the Code) payable under the Plan and awards hereunder to any
\nanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
\nattachment or garnishment. Except as permitted under Section 409A of the Code,
\nany deferred compensation (within the meaning of Section 409A of the Code)
\npayable to a Participant or for a Participant153s benefit under the Plan and
\nawards hereunder may not be reduced by, or set-off against, any amount owing by
\na Participant to the Company or any of its Affiliates.<\/p>\n<\/p>\n<\/p>\n

If, at the time of a Participant153s separation from service (within the
\nmeaning of Section 409A of the Code), (i) the Participant shall be a specified
\nemployee (within the meaning of Section 409A of the Code and using the
\nidentification methodology selected by the Company from time to time) and (ii)
\nthe Company shall make a good faith determination that an amount payable
\nhereunder constitutes deferred compensation (within the meaning of Section 409A
\nof the Code) the payment of which is required to be delayed pursuant to the
\nsix-month delay rule set forth in Section 409A of the Code in order to avoid
\ntaxes or penalties under Section 409A of the Code, then the Company shall not
\npay such amount on the otherwise scheduled payment date but shall instead pay
\nit, without interest, as soon as practicable after the end of such six-month
\nperiod.<\/p>\n<\/p>\n<\/p>\n

Notwithstanding any provision of the Plan and grants hereunder to the
\ncontrary, in light of the uncertainty with respect to the proper application of
\nSection 409A of the Code, the Company reserves the right to make amendments to
\nthe Plan and grants hereunder as the Company deems necessary or desirable to
\navoid the imposition of taxes or penalties under Section 409A of the Code. In
\nany case, a Participant shall be solely responsible and liable for the
\nsatisfaction of all taxes and penalties that may be imposed on a Participant or
\nfor a Participant153s account in connection with the Plan and grants hereunder
\n(including any taxes and penalties under Section 409A of the Code), and neither
\nthe Company nor any of its Affiliates shall have any obligation to indemnify or
\notherwise hold a Participant harmless from any or all of such taxes or
\npenalties.<\/p>\n<\/p>\n

ADDITIONAL INFORMATION <\/strong><\/p>\n

\n<\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

Shares Awarded as a Portion of Remuneration<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Any shares of Common Stock of the Company awarded as a portion of a
\nparticipant’s remuneration shall be valued at not less than one hundred percent
\n(100%) of the fair market value of the Company’s Common Stock on the date of the
\naward. These shares may be subject to such conditions or restrictions as the
\nCommittee may determine, including a requirement that the participant remain in
\nthe employ of the Company or one of its subsidiaries for a set period of time,
\nor until retirement. Failure to abide by any applicable restriction will result
\nin forfeiture of the shares.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n<\/p>\n

2. U.S. Tax Effects<\/strong><\/p>\n<\/p>\n<\/p>\n

The following explanation of the U.S. tax effects of awards under the Plan is
\nprovided for general informational purposes and is not intended as individual
\ntax guidance for the recipients of awards. It is each recipient’s responsibility
\nto check with his or her personal tax adviser as to the tax effects and proper
\nhandling of stock options, stock appreciation rights, restricted stock,
\nrestricted stock units and Common Stock acquired. The discussion below relates
\nspecifically to the U.S. tax consequences of equity awards. In addition to U.S.
\ntax consequences, the awards may be subject to tax by the recipient153s country of
\nresidence or citizenship at the same time or at a different time than the awards
\nwould be subject to tax by the U.S. Recipients who may be subject to tax in a
\nnon-U.S. jurisdiction should consult their personal tax advisers regarding the
\ntaxation of awards under the Plan.<\/p>\n<\/p>\n<\/p>\n

Nonstatutory Stock Options<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Nonstatutory stock options are not taxable to the optionee upon grant, but
\nwill result in taxable ordinary income to the optionee at the date of exercise
\nof the option. The taxable amount will be equal to the difference between the
\nmarket price of the optioned shares on the date of exercise and the option
\nprice. This amount is treated as a tax deductible expense to the Company at the
\ntime of the exercise of the option. Any appreciation in the value of the stock
\nafter the date of exercise is considered a long-term or short-term capital gain
\nto the optionee depending on whether or not the stock was held for the
\nappropriate holding period prior to sale.<\/p>\n<\/p>\n<\/p>\n

Incentive Stock Options<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Incentive Stock options are generally not taxable to the optionee upon grant
\nor exercise if the optionee has continuously been an employee from the time the
\noption has been granted until at least three months before it is exercised.
\nHowever, the spread at exercise is an “adjustment” item for alternative minimum
\ntax purposes.<\/p>\n<\/p>\n<\/p>\n

Any gain realized on the sale or other disposition of stock acquired on
\nexercise of an incentive stock option is considered as long-term capital gain
\nfor tax purposes if the stock has been held more than two years after the date
\nthe option was granted and more than one year after the date of exercise of the
\noption. If the stock is disposed of within one year after exercise, the lesser
\nof any gain on such disposition or the spread at exercise (i.e., the excess of
\nthe fair market value of the stock on the date of exercise over the option
\nprice) is treated as ordinary income, and any appreciation after the date of
\nexercise is considered long-term or short-term capital gain to the optionee
\ndepending on the holding period prior to sale. However, the spread at exercise
\n(even if greater than the gain on the disposition) is treated as ordinary income
\nif the disposition is one on which a loss, if sustained, is not
\nrecognized–e.g., a gift, a “wash” sale or a sale to a related party. The amount
\nof ordinary income recognized by the optionee is treated as a tax deductible
\nexpense to the Company. No other amount relative to an incentive stock option is
\na tax deductible expense to the Company.<\/p>\n<\/p>\n<\/p>\n

Stock Appreciation Rights<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Like nonstatuory options, stock appreciation rights are not taxable to the
\nrecipient upon grant, but result in taxable ordinary income as of the date of
\nexercise equal to the amount paid to the recipient, i.e., the difference between
\nthe grant price and the value of the shares on the date of exercise. This amount
\nis treated as a tax deductible expense to the Company at the time of the
\nexercise of the stock appreciation right.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Restricted and Unrestricted Stock<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Restricted stock is generally taxable as ordinary income in the first taxable
\nyear in which the recipient’s rights to the stock are transferable or are not
\nsubject to a substantial risk of forfeiture, whichever is applicable. Recipients
\nmay also elect to include the income in their tax returns for the taxable year
\nin which they receive the shares by filing an election to do so with the
\nappropriate office of the Internal Revenue Service within 30 days of the date
\nthe shares are transferred to them.<\/p>\n<\/p>\n<\/p>\n

The amount includable in income with respect to restricted stock is the fair
\nmarket value of the shares as of the day the shares are transferable or not
\nsubject to a substantial risk of forfeiture, whichever is applicable; if the
\nrecipient has elected to include the income in the year in which the shares are
\nreceived, the amount of income includable is the fair market value of the shares
\nat the time of transfer.<\/p>\n<\/p>\n<\/p>\n

Unrestricted stock is taxable as ordinary income when it is granted to the
\nrecipient. Dividends paid on restricted stock during the restricted period are
\ntaxable as ordinary income as paid. The Company is entitled to a deduction for
\nrestricted or unrestricted stock in the year the recipient is subject to
\nordinary income tax with respect to the stock.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Restricted Stock Units<\/em><\/strong><\/p>\n<\/p>\n

Restricted stock units are generally taxable to the recipient as ordinary
\nincome when stock or cash is payable with respect to the restricted stock units,
\neven if the restricted stock units become vested at an earlier date. The Company
\nis generally entitled to a deduction at the time the recipient is subject to tax
\nwith respect to the grant. Dividend equivalents with respect to restricted stock
\nunits are generally accumulated and paid to the recipient when the stock or cash
\npayable under the restricted stock units become payable, and the dividend
\nequivalents are taxable at the time of such payment.<\/p>\n<\/p>\n<\/p>\n

Section 162(m)<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Under Section 162(m) of the Code, compensation paid to certain executives in
\nexcess of $1 million for any taxable year is not deductible unless an exception
\nto such rule is applicable. Accordingly, in some circumstances the Company153s
\ndeduction with respect to awards under the Plan may be limited by Section
\n162(m).<\/p>\n<\/p>\n<\/p>\n

The Plan is not subject to the qualification requirements of Section 401(a)
\nof the I.R.C.<\/p>\n<\/p>\n<\/p>\n

3. Employee Retirement Income Security Act of 1974<\/strong><\/p>\n<\/p>\n<\/p>\n

The Plan is not subject to the provisions of the Employee Retirement Income
\nSecurity Act of 1974 (“ERISA”), as amended.<\/p>\n<\/p>\n<\/p>\n

4. Incorporation of Certain Documents by Reference<\/strong><\/p>\n<\/p>\n<\/p>\n

The following documents filed by the Company with the Securities and Exchange
\nCommission (File No. 1-434) pursuant to the 1934 Act are incorporated into this
\ndocument by reference:<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

1.<\/p>\n<\/td>\n

\n

The Company’s Annual Report on Form 10-K for the most recent fiscal year
\nended June 30;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

\n

The Company’s Quarterly Report on Form 10-Q for the most recent quarter(s);
\nand<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

\n

All other documents filed by the Company pursuant to Sections 13(a), 13(c),
\n14 or 15(d) of the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n<\/p>\n

1934 Act after the date of this Prospectus and prior to the filing of a
\npost-effective amendment which indicates that all securities offered have been
\nsold or which deregisters all securities then remaining unsold.<\/p>\n<\/p>\n<\/p>\n

The Company will provide without charge to each participant in the Plan, upon
\noral or written request, a copy of any or all of these documents other than
\nexhibits to such documents, unless such exhibits are specifically incorporated
\nby reference into such documents. In addition, the Company will provide without
\ncharge to such participants a copy of the Company’s most recent annual report to
\nshareholders, proxy statement, and other communications distributed generally to
\nsecurity holders of the Company. Requests for such copies should be directed to
\nMr. Jay A. Ernst, Manager, Shareholder Services, The Procter & Gamble
\nCompany, P.O. Box 5572, Cincinnati, Ohio 45201, (513) 983-3413.<\/p>\n<\/p>\n<\/p>\n

5. Additional Information<\/strong><\/p>\n<\/p>\n<\/p>\n

Additional information about the Plan and its administrators may be obtained
\nfrom Mr. E.J. Wunsch, Assistant Secretary, The Procter & Gamble Company, One
\nProcter & Gamble Plaza, Cincinnati, Ohio 45202, (513) 983-4370.<\/p><\/p>\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-40593","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\/40593","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=40593"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40593"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40593"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40593"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}