EXHIBIT 10-1
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P&G
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[GRANT_DATE] [GLOBALID]
[FIRST_NAME] [MIDDLE_NAME] [LAST_NAME]]
Subject: NON-STATUTORY STOCK OPTION SERIES 06-AA
In recognition of your contributions to the future success of the business, the
Company hereby grants you an option to purchase, in accordance with and subject
to the terms of The Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan
(including any applicable sub-plan), the Regulations of the Compensation and
Leadership Development Committee of the Board of Directors and the Exercise
Instructions in place from time to time, shares of Procter & ▇▇▇▇▇▇ Common Stock
as follows:
Grant Value: $[DELIVERED_GRANT_VALUE]
Option Price per Share: $[STOCK_PRCE]
Number of Shares: [SHARES]
Date of Grant: [GRANT_DATE]
Expiration of Option: 28 February 2016
Option Vest Date: 100% after 28 February 2009
Acceptance Deadline: 28 April 2006
You may access, download and/or print the terms, or any portion thereof, of The
Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan by activating this
hyperlink: THE PROCTER & ▇▇▇▇▇▇ 2001 STOCK AND INCENTIVE COMPENSATION PLAN.
Specific portions of the Plan are also hyperlinked below for your ease in
reviewing. Nonetheless, if you would prefer to receive a paper copy of The
Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan Prospectus, please
send a written request via email to ▇▇▇▇▇▇▇▇.▇▇@▇▇.▇▇▇. Please understand that
you will continue to receive future Plan prospectuses via electronic mail even
though you may have requested a paper copy.
The option is not transferable other than by will or the laws of descent and
distribution and is exercisable during your life only by you. This option may
become void upon separation from the Company or any of its subsidiaries (see
ARTICLE G, PARAGRAPH 4 of the Plan). For the purposes of this option, separation
from the Company or any of its subsidiaries and termination of employment will
be effective as of the date that you are no longer actively employed and will
not be extended by any notice period required under local law.
Please note that when the issue or transfer of the Common Stock covered by this
option may, in the opinion of the Company, conflict or be inconsistent with any
applicable law or regulation of any governmental agency, the Company reserves
the right to refuse to issue or transfer said Common Stock and that any
outstanding options may be suspended or terminated if you engage in actions that
are significantly contrary to the best interests of the Company or any of its
subsidiaries.
This option to purchase shares of Common Stock of the Company is subject to the
Employee Acknowledgement and Consent Form below and to the terms of The Procter
& ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan, with which you acknowledge
you are familiar by accepting this award, including the non-compete provision
and other terms of ARTICLE F. The option is also subject to and bound by the
actions of the Compensation and Leadership Development Committee and of the
Company's Board of Directors. This option and The Procter & ▇▇▇▇▇▇ 2001 Stock
and Incentive Compensation Plan together constitute an agreement between the
Company and you in accordance with the terms thereof and hereof, and no other
understandings and/or agreements have been entered by you with the Company
regarding this specific stock option grant. Any legal action related to this
option, including Article F, may be brought in any federal or state court
located in ▇▇▇▇▇▇▇▇ County, Ohio, USA, and you hereby agree to accept the
jurisdiction of these courts and consent to service of process from said courts
solely for legal actions related to this option grant.
Under IRS standards of professional practice, certain tax advice must meet
requirements as to form and substance. To assure compliance with these
standards, we disclose to you that this communication is not intended or written
to be used, and cannot be used, for the purpose of avoiding penalties or
promoting, marketing, or recommending to another party any transaction or matter
addressed herein.
THE PROCTER & ▇▇▇▇▇▇ COMPANY
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary for the Compensation and
Leadership Development Committee
ATTACHMENTS
TO ACCEPT YOUR STOCK OPTION
---------------------------
Read and check each of the boxes below:
[ ] I have read, understand and agree to be bound by each of:
the terms of this letter; The Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive
Compensation Plan; and the Employee Acknowledgement and Consent Form
(below).
[ ] I accept the stock option grant detailed above. (To accept this option,
you must also check the box above.)
TO REJECT YOUR STOCK OPTION
---------------------------
Read and check the box below:
[ ] I have read and understand the terms noted above. I do not agree to be
bound by these terms, and hereby reject the stock option grant detailed
above.
[SUBMIT]
EMPLOYEE ACKNOWLEDGEMENT AND CONSENT FORM
-----------------------------------------
I understand that I am eligible to receive a grant of stock options under The
Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan (the "Plan").
DATA PRIVACY
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I hereby explicitly and unambiguously consent to the collection, use and
transfer, in electronic or other form, of my personal data as described in this
document by and among, as applicable, my employer ("Employer") and The Procter &
▇▇▇▇▇▇ Company and its subsidiaries and affiliates ("P&G") for the exclusive
purpose of implementing, administering and managing my participation in the
Plan.
I understand that P&G and my Employer hold certain personal information about
me, including, but not limited to, my name, home address and telephone number,
date of birth, social insurance number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in P&G,
details of all options or any other entitlement to shares of stock awarded,
canceled, exercised, vested, unvested or outstanding in my favor, for the
purpose of implementing, administering and managing the Plan ("Data"). I
understand that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients
may be located in my country or elsewhere, and that the recipient's country may
have different data privacy laws and protections than my country. I understand
that I may request a list with the names and addresses of any potential
recipients of the Data by contacting my local human resources representative. I
authorize the recipients to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and
managing my participation in the Plan, including any requisite transfer of such
Data as may be required to a broker or other third party with whom I may elect
to deposit any shares of stock acquired upon exercise of the option. I
understand that Data will be held only as long as is necessary to implement,
administer and manage my participation in the Plan. I understand that I may, at
any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing
my local human resources representative. I understand, however, that refusing or
withdrawing my consent may affect my ability to participate in the Plan. For
more information on the consequences of my refusal to consent or withdrawal of
consent, I understand that I may contact my local human resources
representative.
NATURE OF GRANT
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By completing this form and accepting the grant of the stock option evidenced
hereby, I acknowledge that: i) the Plan is established voluntarily by The
Procter & ▇▇▇▇▇▇ Company, it is discretionary in nature and it may be amended,
suspended or terminated at any time; ii) the grant of options under the Plan is
voluntary and occasional and does not create any contractual or other right to
receive future grants of options, or benefits in lieu of options, even if
options have been granted repeatedly in the past; iii) all decisions with
respect to future grants of options, if any, will be at the sole discretion of
P&G; iv) my participation in the Plan is voluntary; v) the option is an
extraordinary item and not part of normal or expected compensation or salary for
any purposes including, but not limited to, calculating any termination,
severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments; vi) in
the event that my employer is not P&G, the grant of options will not be
interpreted to form an employment relationship with P&G; and furthermore, the
grant of options will not be interpreted to form an employment contract with my
Employer; vii) the future value of the shares purchased under the Plan is
unknown and cannot be predicted with certainty, may increase or decrease in
value, even below the exercise price and, if the underlying shares do not
increase in value, the option will have no value; iix) my participation in the
Plan shall not create a right to further employment with my Employer and shall
not interfere with the ability of my Employer to terminate my employment
relationship at any time, with or without cause; ix) and no claim or entitlement
to compensation or damages arises from the termination of the option or the
diminution in value of the option or shares purchased and I irrevocably release
P&G and my Employer from any such claim that may arise.
RESPONSIBILITY FOR TAXES
------------------------
Regardless of any action P&G or my Employer takes with respect to any or all
income tax, social insurance, payroll tax, payment on account or other
tax-related withholding ("Tax-Related Items"), I acknowledge that the ultimate
liability for all Tax-Related Items is and remains my responsibility and that
P&G and/or my Employer (1) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the option
grant, including the grant, vesting or exercise of the option, the subsequent
sale of shares acquired pursuant to such exercise and the receipt of any
dividends or the potential impact of current or future tax legislation in any
jurisdiction; and (2) do not commit to structure the terms of the grant or any
aspect of the option to reduce or eliminate my liability for Tax-Related Items.
Prior to exercise of the option, I shall pay or make adequate arrangements
satisfactory to P&G and/or my Employer to satisfy all withholding and payment on
account obligations of P&G and/or my Employer. In this regard, I authorize P&G
and/or my Employer to withhold all applicable Tax-Related Items from my wages or
other cash compensation paid to me by P&G and/or my Employer or from proceeds of
the sale of the shares. Alternatively, or in addition, if permissible under
local law, P&G may (1) sell or arrange for the sale of shares that I acquire to
meet the withholding obligation for Tax-Related Items, and/or (2) withhold in
shares, provided that P&G only withholds the amount of shares necessary to
satisfy the minimum withholding amount. Finally, I shall pay to P&G or my
Employer any amount of Tax-Related Items that P&G or my Employer may be required
to withhold as a result of my participation in the Plan or my purchase of shares
that cannot be satisfied by the means previously described. P&G may refuse to
honor the exercise and refuse to deliver the shares if I fail to comply with my
obligations in connection with the Tax-Related Items as described in this
section.
FORM RRS
9/11/01
PROCTER & ▇▇▇▇▇▇
STATEMENT OF CONDITIONS AND RESTRICTIONS
THE PROCTER & ▇▇▇▇▇▇ 2001 STOCK AND INCENTIVE COMPENSATION PLAN
The shares of Common Stock of The Procter & ▇▇▇▇▇▇ Company (the "Restricted
Shares") awarded to you as stated in the accompanying letter have been
transferred to you on the express condition that these Restricted Shares, and
your ownership thereof, are subject to the following conditions and
restrictions:
1. RESTRICTIONS AND CONDITIONS ON SHARES --
(a) Neither these Restricted Shares nor any of your interest therein may be
sold, exchanged, transferred, pledged, hypothecated, given or otherwise disposed
of by you at any time except as specifically permitted or otherwise required by
the terms of this Statement.
(b) In the event that your employment with Procter & ▇▇▇▇▇▇ terminates,
except as the result of your death or disability or your retirement under
circumstances permitted by the terms of a Procter & ▇▇▇▇▇▇ retirement plan in
which you are then a participant, you will be deemed to have received on the
date of the termination of your employment a written demand by the Company to
sell to the Company within ten (10) days these Restricted Shares at a price of
ten cents ($.10) per share, which price is subject to adjustment as hereinafter
provided. For the purpose of this subparagraph, your employment with Procter &
▇▇▇▇▇▇ shall not be deemed to terminate by reason of your being on leave of
absence for any purpose approved in writing by the Company.
(c) In the event that you shall at any time attempt to sell, exchange,
transfer, pledge, hypothecate, give or otherwise dispose of any of the
Restricted Shares, or any interest therein, in violation of the terms and
conditions of this Statement, you will be required, within ten (10) days after
delivery to you of a written demand by the Company made within ninety (90) days
after the occurrence of such event, to sell to the Company all Restricted Shares
then registered in your name with respect to which the conditions and
restrictions set forth in this Statement are still in effect at a price of ten
cents ($.10) per share, which price is subject to adjustment as hereinafter
provided.
(d) (i) The determination as to whether an event has occurred requiring a
sale of Restricted Shares to the Company in accordance with any provision of
this paragraph 1, paragraph 7 following or any other provision of this Statement
shall be made by the Compensation Committee (the "Committee") in its sole
discretion, and all determinations of the Committee with respect thereto shall
in all respects be conclusive upon you and any persons claiming under or through
you.
(ii) If you shall at any time be required to sell any or all of these
Restricted Shares to the Company pursuant to any provisions of this paragraph 1,
paragraph 7 following or any other provision in this Statement, you shall,
effective on the date of the delivery of the Company's demand to you, cease to
have any rights as a shareholder with respect to the Restricted Shares so
required to be sold, or any interest therein; and, without limitation, you shall
cease to be entitled to receive any future dividends upon such Restricted Shares
with record dates occurring after the date of delivery of such demand; and in
the event that for any reason you shall receive any such dividends upon such
Restricted Shares you will be required to repay the Company an amount equal to
such dividends.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
(iii) If you shall at any time be required to sell any or all of these
Restricted Shares to the Company pursuant to the provisions of this paragraph 1,
paragraph 7 following or any other provision in this Statement, and if within
thirty (30) days after delivery to you of the Company's demand you have not
delivered a stock power or other instrument of transfer appropriately executed
in blank, together with any certificates which you may hold representing such
Restricted Shares to the Secretary of the Company at the Executive Offices of
The Procter & ▇▇▇▇▇▇ Company, P. O. Box 599, Cincinnati, Ohio 45201, the Company
may thereupon cause to be mailed to you, in the manner and at the address
specified in paragraph 8(b) following, its check payable to your order in the
amount of the purchase price for such shares provided for in this Statement and
direct the Transfer Agent and Registrar of the Company's Common Stock to make
appropriate entries upon their records showing the cancellation of such
certificates and return the shares represented thereby to the Company.
2. SHAREHOLDER RIGHTS --
Effective upon the date of award of these Restricted Shares you shall for
all purposes be a holder of record of these Restricted Shares and shall
thereafter have all rights of a common shareholder with respect to such shares
(including the right to vote such shares at any meeting of common shareholders
of The Procter & ▇▇▇▇▇▇ Company and the right to receive all dividends paid with
respect to such shares), subject only to the conditions and restrictions imposed
by this Statement. Until such conditions and restrictions have lapsed with
respect to any restricted Shares, any certificate for such shares will bear a
legend to the effect that they were issued or transferred subject to, and may be
sold or otherwise disposed of only in accordance with, the terms of this
Statement.
3. ADJUSTMENTS IN CASE OF STOCK DIVIDENDS, STOCK SPLITS, ETC. --
In the event that, as the result of a stock dividend, stock split,
recapitalization, merger, consolidation, reorganization, or other event, you
shall, as the owner of Restricted Shares, be entitled to new, additional or
different shares or securities: (a) such new, additional or different shares or
securities shall for all purposes be deemed "Restricted Shares," (b) all of the
terms of this Statement shall be applicable thereto as modified by this
paragraph 3, (c) the purchase price of ten cents ($.10) per share and all of the
computations provided for in this Statement shall, if and to the extent
required, be appropriately adjusted, and (d) any certificates or other
instruments evidencing such new, additional or different shares or securities
shall bear the legend referred to in paragraph 2; provided, however, any
fractional shares and any pre-emptive or other rights or warrants to purchase
securities issued to you as a holder of Restricted Shares in connection with a
public offering will be issued to you free and clear of all conditions and
restrictions imposed by this Statement.
4. LAPSE OF CONDITIONS AND RESTRICTIONS --
(a) The conditions and restrictions set forth in paragraph 1 above shall
lapse in their entirety on the earliest of
(i) the date your employment with Procter & ▇▇▇▇▇▇ terminates as the
result of your death or disability or your retirement under circumstances
permitted by the terms of a Procter & ▇▇▇▇▇▇ retirement plan in which you are
then a participant, provided, however, that the Treasurer of The Procter &
▇▇▇▇▇▇ Company may agree to extend the restrictions to a date after retirement
to provide for expiration (a) on a date not later than December 15 of the year
of retirement; (b) on January 15 of the year following retirement; or (c) in
five or ten annual installments beginning on January 15 of the year following
retirement, with any such extension to be agreed to only upon your written
request made prior to January 1 of the year of your retirement and your
agreement not to engage in competitive employment (as defined in Article F(1) of
The Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan following
retirement until expiration of the restrictions without first obtaining written
permission from the Company; or
(ii) there is a "change in control" (as defined in the Plan) of
Procter & ▇▇▇▇▇▇; or
(iii) the date the Committee, in its sole discretion, accepts in
writing your written request to accelerate the lapse of conditions and
restrictions due to Company approval in writing of your planned retirement under
circumstances permitted by the terms of a Procter & ▇▇▇▇▇▇ retirement plan in
which you are then a participant. In no case will the Committee accept your
request to accelerate the lapse of conditions and restrictions prior to October
1 of the calendar year preceding the calendar year of your approved retirement.
(b) The Committee may accelerate the lapse of conditions and restrictions
on all or any part of the Restricted Shares in the case of hardship which in the
sole judgment of the Committee justifies such action.
(c) When the conditions and restrictions lapse with respect to Restricted
Shares pursuant to this paragraph 4, the Company will deliver to you, or your
legal representative in case of death, promptly after surrender of any
certificate(s) for such Restricted Shares to the Treasurer of The Procter &
▇▇▇▇▇▇ Company, Cincinnati, Ohio 45201, one or more certificates for a like
number of shares, free of any legend.
5. COMPANY RIGHT TO TERMINATE EMPLOYMENT AND OTHER REMEDIES --
Nothing provided herein shall be construed to affect in any way the right
or power of the Company to terminate your employment at any time for any reason
with or without cause, nor to preclude the Company from taking any action or
enforcing any remedy available to it with respect to any action or conduct on
your part.
6. DEFINITIONS --
(a) The term "Company" as used in this Statement shall mean the corporation
which awarded the Restricted Shares to you.
(b) The term "Procter & ▇▇▇▇▇▇" as used in this Statement shall include The
Procter & ▇▇▇▇▇▇ Company and all corporations, more than 50% of whose capital
stock entitled to vote for the election of directors is owned or controlled,
directly or indirectly, by The Procter & ▇▇▇▇▇▇ Company or by any corporation so
controlled by The Procter & ▇▇▇▇▇▇ Company, if and as long as such corporations
are so controlled.
7. ADDITIONAL DOCUMENTS --
(a) It is the intention of the Company that this transaction shall meet the
requirements of, and result in the application of, the rules prescribed by
Section 83 of the Internal Revenue Code of 1986, as in effect at the date
hereof, and applicable Regulations thereunder. Accordingly, each and every
provision shall be construed and interpreted in such manner as to conform with
such intention and the Company reserves the right to execute and to require you
to execute any further agreements or other instruments which may be effective as
of the date of award of these Restricted Shares, including, but without
limitation, an instrument modifying or correcting any provision hereof, or of
the letter advising you of the award or any action taken hereunder or
contemporaneously herewith, and to take any other action, which may be effective
as of the date of award of these Restricted Shares, that, in the opinion of
counsel for the Company, may be necessary or desirable to carry out such
intention.
(b) If you fail, refuse or neglect to execute and deliver any instrument or
document or to take any action requested by the Company or Committee to be
executed or taken by you pursuant to the provisions of paragraph 7(a) above for
a period of thirty (30) days after the date of such request, the Committee may
require you, within ten (10) days after delivery to you of a written demand by
the Company, to sell to the Company all of the Restricted Shares then registered
in your name with respect to which the conditions and restrictions set forth in
this Statement are still in effect at a price of ten cents ($.10) per share,
which price is subject to adjustment as herein provided.
8. NOTICES --
(a) Any notice to the Company under or pursuant to the conditions and
restrictions of this Statement shall be deemed to have been delivered to the
Company when delivered in person to the Secretary of the Company or when
deposited in the mails, by certified or registered mail, addressed to the
Secretary of the Company at the Executive Offices of The Procter & ▇▇▇▇▇▇
Company, P.O. Box 599, Cincinnati, Ohio 45201, or such other address as the
Company may from time to time designate in writing by notice to you given
pursuant to paragraph 8(b) hereof.
(b) Any notice or demand to you under or pursuant to any provisions of this
Statement shall be deemed to have been delivered to you when delivered to you in
person or when deposited in the mails, by certified or registered mail,
addressed to you at the address on record in the Shareholder Services Department
or such other address as you may from time to time designate in writing by
notice to the Company given pursuant to paragraph 8(a) above.
9. THE PROCTER & ▇▇▇▇▇▇ 2001 STOCK AND INCENTIVE COMPENSATION PLAN --
The Restricted Shares have been awarded to you pursuant to The Procter &
▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan adopted and approved by the
shareholders of The Procter & ▇▇▇▇▇▇ Company on October 9, 2001, and such shares
and your ownership thereof shall be in all respects subject to the terms of such
Plan, the terms and provisions of which are incorporated herein by reference as
applicable.
10. SUCCESSORS AND ASSIGNS --
The provisions of this Statement shall be binding upon and inure to the
benefit of
(a) the Company, its successors and assigns, and
(b) you and, to the extent applicable, your legal representative.
11. GOVERNING LAW --
The validity, interpretation, performance and enforcement of the conditions
and restrictions contained in this Statement and your rights in, to and under
the Restricted Shares shall for all purposes be governed by the laws of the
State of Ohio.
12. ADDITIONAL INFORMATION CONCERNING COMMON STOCK --
The following information which appears on certificates representing shares
of the Common Stock of the Company is provided pursuant to Section 1701.24(F) of
the Ohio Revised Code as pertinent to Restricted Shares awarded or held without
issuance of certificates:
(a) The Procter & ▇▇▇▇▇▇ Company is organized under the laws of the State
of Ohio.
(b) The Restricted Shares are fully paid and non-assessable shares of the
Common Stock without par value of the Company.
(c) The name of the person to whom the shares are issued and the number of
shares so issued and made subject to this Statement of Conditions and
Restrictions are set forth in the accompanying letter.
(d) A copy of the express terms of such shares and of all other classes and
series of shares authorized will be mailed to any shareholder without charge
within five (5) days after receipt from such shareholder of a written request
therefor addressed to the Secretary of The Procter & ▇▇▇▇▇▇ Company, P.O. Box
599, Cincinnati, Ohio 45201.
FORM RRS-2001 PLAN.DOC
FORM SRS
6/10/03
PROCTER & ▇▇▇▇▇▇
STATEMENT OF CONDITIONS AND RESTRICTIONS
THE PROCTER & ▇▇▇▇▇▇ 2001 STOCK AND INCENTIVE COMPENSATION PLAN
The shares of Common Stock of The Procter & ▇▇▇▇▇▇ Company (the "Restricted
Shares") awarded to you as stated in the accompanying letter have been
transferred to you on the express condition that these Restricted Shares, and
your ownership thereof, are subject to the following conditions and
restrictions:
1. RESTRICTIONS AND CONDITIONS ON SHARES --
(a) Neither these Restricted Shares nor any of your interest therein may be
sold, exchanged, transferred, pledged, hypothecated, given or otherwise disposed
of by you at any time except as specifically permitted or otherwise required by
the terms of this Statement.
(b) In the event that your employment with Procter & ▇▇▇▇▇▇ terminates for
any reason except as set forth in Section 4(a)(ii) below prior to the vesting
date shown in the accompanying letter, you will be deemed to have received
delivery on the date of the termination of your employment a written demand by
the Company to sell to the Company within ten (10) days any of these Restricted
Shares where the conditions and restrictions have not lapsed as set forth in
paragraph 4 below at a price of ten cents ($.10) per share, which price is
subject to adjustment as hereinafter provided. For the purpose of this
subparagraph, your employment with Procter & ▇▇▇▇▇▇ shall not be deemed to
terminate by reason of your being on leave of absence for any purpose approved
in writing by the Company.
(c) In the event that you shall at any time attempt to sell, exchange,
transfer, pledge, hypothecate, give or otherwise dispose of any of the
Restricted Shares, or any interest therein, in violation of the terms and
conditions of this Statement, you will be required, within ten (10) days after
delivery to you of a written demand by the Company made within ninety (90) days
after the occurrence of such event, to sell to the Company all Restricted Shares
then registered in your name with respect to which the conditions and
restrictions set forth in this Statement are still in effect at a price of ten
cents ($.10) per share, which price is subject to adjustment as hereinafter
provided.
(d) (i) The determination as to whether an event has occurred requiring a
sale of Restricted Shares to the Company in accordance with any provision of
this paragraph 1, paragraph 7 following or any other provision of this Statement
shall be made by the Compensation Committee (the "Committee") in its sole
discretion, and all determinations of the Committee with respect thereto shall
in all respects be conclusive upon you and any persons claiming under or through
you.
(ii) If you shall at any time be required to sell any or all of these
Restricted Shares to the Company pursuant to any provisions of this paragraph 1,
paragraph 7 following or any other provision in this Statement, you shall,
effective on the date of the delivery or deemed delivery of the Company's demand
to you, cease to have any rights as a shareholder with respect to the Restricted
Shares so required to be sold, or any interest therein; and, without limitation,
you shall cease to be entitled to receive any future dividends upon such
Restricted Shares with record dates occurring after the date of delivery of such
demand; and in the event that for any reason you shall receive any such
dividends upon such Restricted Shares you will be required to repay the Company
an amount equal to such dividends.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
(iii) If you shall at any time be required to sell any or all of these
Restricted Shares to the Company pursuant to the provisions of this paragraph 1,
paragraph 7 following or any other provision in this Statement, and if within
thirty (30) days after delivery or deemed delivery to you of the Company's
demand you have not delivered a stock power or other instrument of transfer
appropriately executed in blank, together with any certificates which you may
hold representing such Restricted Shares to the Secretary of the Company at the
Executive Offices of The Procter & ▇▇▇▇▇▇ Company, P. O. Box 599, Cincinnati,
Ohio 45201, the Company may thereupon cause to be mailed to you, in the manner
and at the address specified in paragraph 8(b) following, its check payable to
your order in the amount of the purchase price for such shares provided for in
this Statement and direct the Transfer Agent and Registrar of the Company's
Common Stock to make appropriate entries upon their records showing the
cancellation of such certificates and return the shares represented thereby to
the Company.
2. SHAREHOLDER RIGHTS --
Effective upon the date of award of these Restricted Shares you shall for
all purposes be a holder of record of these Restricted Shares and shall
thereafter have all rights of a common shareholder with respect to such shares
(including the right to vote such shares at any meeting of common shareholders
of The Procter & ▇▇▇▇▇▇ Company and the right to receive all dividends paid with
respect to such shares), subject only to the conditions and restrictions imposed
by this Statement. Until such conditions and restrictions have lapsed with
respect to any restricted Shares, any certificate for such shares will bear a
legend to the effect that they were issued or transferred subject to, and may be
sold or otherwise disposed of only in accordance with, the terms of this
Statement.
3. ADJUSTMENTS IN CASE OF STOCK DIVIDENDS, STOCK SPLITS, ETC. --
In the event that, as the result of a stock dividend, stock split,
recapitalization, merger, consolidation, reorganization, or other event, you
shall, as the owner of Restricted Shares, be entitled to new, additional or
different shares or securities: (a) such new, additional or different shares or
securities shall for all purposes be deemed "Restricted Shares," (b) all of the
terms of this Statement shall be applicable thereto as modified by this
paragraph 3, (c) the purchase price of ten cents ($.10) per share and all of the
computations provided for in this Statement shall, if and to the extent
required, be appropriately adjusted, and (d) any certificates or other
instruments evidencing such new, additional or different shares or securities
shall bear the legend referred to in paragraph 2; provided, however, any
fractional shares and any pre-emptive or other rights or warrants to purchase
securities issued to you as a holder of Restricted Shares in connection with a
public offering will be issued to you free and clear of all conditions and
restrictions imposed by this Statement.
4. LAPSE OF CONDITIONS AND RESTRICTIONS --
(a) The conditions and restrictions set forth in paragraph 1 above shall
lapse as follows:
(i) The conditions and restrictions on the Restricted Shares shall
lapse on the dates set forth in the accompanying letter.
(ii) In the event your employment with Procter & ▇▇▇▇▇▇ terminates as
a result of your death or permanent disability, the conditions and restrictions
on these Restricted Shares shall lapse in their entirety.
(b) The Committee may accelerate the lapse of conditions and restrictions
on all or any part of the Restricted Shares in the case of hardship which in the
sole judgment of the Committee justifies such action.
(c) When the conditions and restrictions lapse with respect to Restricted
Shares pursuant to this paragraph 4, the Company will deliver to you, or your
legal representative in case of death, promptly after surrender of any
certificate(s) for such Restricted Shares to the Treasurer of The Procter &
▇▇▇▇▇▇ Company, Cincinnati, Ohio 45201, one or more certificates for a like
number of shares, free of any legend.
5. COMPANY RIGHT TO TERMINATE EMPLOYMENT AND OTHER REMEDIES --
Nothing provided herein shall be construed to affect in any way the right
or power of the Company to terminate your employment at any time for any reason
with or without cause, nor to preclude the Company from taking any action or
enforcing any remedy available to it with respect to any action or conduct on
your part.
6. DEFINITIONS --
(a) The term "Company" as used in this Statement shall mean the corporation
which awarded the Restricted Shares to you.
(b) The term "Procter & ▇▇▇▇▇▇" as used in this Statement shall include The
Procter & ▇▇▇▇▇▇ Company and all corporations, more than 50% of whose capital
stock entitled to vote for the election of directors is owned or controlled,
directly or indirectly, by The Procter & ▇▇▇▇▇▇ Company or by any corporation so
controlled by The Procter & ▇▇▇▇▇▇ Company, if and as long as such corporations
are so controlled.
7. ADDITIONAL DOCUMENTS --
(a) It is the intention of the Company that this grant of Restricted Shares
shall meet the requirements of, and result in the application of, the rules
prescribed by Section 83 of the Internal Revenue Code of 1986, as in effect at
the date hereof, and applicable Regulations thereunder. Accordingly, each and
every provision shall be construed and interpreted in such manner as to conform
with such intention and the Company reserves the right to execute and to require
you to execute any further agreements or other instruments which may be
effective as of the date of award of these Restricted Shares, including, but
without limitation, an instrument modifying or correcting any provision hereof,
or of the letter advising you of the award or any action taken hereunder or
contemporaneously herewith, and to take any other action, which may be effective
as of the date of award of these Restricted Shares, that, in the opinion of
counsel for the Company, may be necessary or desirable to carry out such
intention.
(b) If you fail, refuse or neglect to execute and deliver any instrument or
document or to take any action requested by the Company or Committee to be
executed or taken by you pursuant to the provisions of paragraph 7(a) above for
a period of thirty (30) days after the date of such request, the Committee may
require you, within ten (10) days after delivery to you of a written demand by
the Company, to sell to the Company all of the Restricted Shares then registered
in your name with respect to which the conditions and restrictions set forth in
this Statement are still in effect at a price of ten cents ($.10) per share,
which price is subject to adjustment as herein provided.
8. NOTICES --
(a) Any notice to the Company under or pursuant to the conditions and
restrictions of this Statement shall be deemed to have been delivered to the
Company when delivered in person to the Secretary of the Company or when
deposited in the mails, by certified or registered mail, addressed to the
Secretary of the Company at the Executive Offices of The Procter & ▇▇▇▇▇▇
Company, P.O. Box 599, Cincinnati, Ohio 45201, or such other address as the
Company may from time to time designate in writing by notice to you given
pursuant to paragraph 8(b) hereof.
(b) Any notice or demand to you under or pursuant to any provisions of this
Statement shall be deemed to have been delivered to you when delivered to you in
person or when deposited in the mails, by certified or registered mail,
addressed to you at the address on record in the Shareholder Services Department
or such other address as you may from time to time designate in writing by
notice to the Company given pursuant to paragraph 8(a) above.
9. THE PROCTER & ▇▇▇▇▇▇ 2001 STOCK AND INCENTIVE COMPENSATION PLAN --
The Restricted Shares have been awarded to you pursuant to The Procter &
▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan adopted and approved by the
shareholders of The Procter & ▇▇▇▇▇▇ Company on October 9, 2001, and such shares
and your ownership thereof shall be in all respects subject to the terms of such
Plan, the terms and provisions of which are incorporated herein by reference as
applicable.
10. SUCCESSORS AND ASSIGNS --
The provisions of this Statement shall be binding upon and inure to the
benefit of
(a) the Company, its successors and assigns, and
(b) you and, to the extent applicable, your legal representative.
11. GOVERNING LAW --
The validity, interpretation, performance and enforcement of the conditions
and restrictions contained in this Statement and your rights in, to and under
the Restricted Shares shall for all purposes be governed by the laws of the
State of Ohio.
12. ADDITIONAL INFORMATION CONCERNING COMMON STOCK --
The following information which appears on certificates representing shares
of the Common Stock of the Company is provided pursuant to Section 1701.24(F) of
the Ohio Revised Code as pertinent to Restricted Shares awarded or held without
issuance of certificates:
(a) The Procter & ▇▇▇▇▇▇ Company is organized under the laws of the State
of Ohio.
(b) The Restricted Shares are fully paid and non-assessable shares of the
Common Stock without par value of the Company.
(c) The name of the person to whom the shares are issued and the number of
shares so issued and made subject to this Statement of Conditions and
Restrictions are set forth in the accompanying letter.
(d) A copy of the express terms of such shares and of all other classes and
series of shares authorized will be mailed to any shareholder without charge
within five (5) days after receipt from such shareholder of a written request
therefor addressed to the Secretary of The Procter & ▇▇▇▇▇▇ Company, P.O. Box
599, Cincinnati, Ohio 45201.
FORM SRS-2001 STOCK PLAN.DOC
6/10/03
[INSERT DATE]
[INSERT NAME]
SUBJECT: AWARD OF RESTRICTED STOCK UNITS
This is to advise you that The Procter & ▇▇▇▇▇▇ Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts listed
below, pursuant to The Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation
Plan, and subject to the attached Statement of Terms and Conditions Form OPN.
Grant Date: [INSERT DATE OF GRANT]
Original Settlement Date: [INSERT DATE RSUs BECOME SHARES]
Number of Restricted Stock Units: [INSERT NUMBER GRANTED]
Paragraph 3(a) of Statement of Terms and Conditions Form OPN [is/is not] waived.
As you will see from the Statement of Terms and Conditions Form OPN, under
certain circumstances you may agree with The Procter & ▇▇▇▇▇▇ Company to delay
the settlement of your Restricted Stock Units beyond the Original Settlement
Date. You may want to consult your personal tax advisor before making a decision
about this matter.
THE PROCTER & ▇▇▇▇▇▇ COMPANY
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
For the Compensation Committee
[ ] I hereby accept the Award of Restricted Stock Units set forth above in
accordance with and subject to the terms of The Procter & ▇▇▇▇▇▇ 2001
Stock and Incentive Compensation Plan and the attached Statement of
Terms and Conditions for Restricted Stock Units, with which I am
familiar. I agree that the Award of Restricted Stock Units, The Procter
& ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan, and the attached
Statement of Terms and Conditions for Restricted Stock Units together
constitute an agreement between the Company and me in accordance with
the terms thereof and hereof, and I further agree that any legal action
related to this Award of Restricted Stock Units may be brought in any
federal or state court located in ▇▇▇▇▇▇▇▇ County, Ohio, USA, and I
hereby accept the jurisdiction of these courts and consent to service of
process from said courts solely for legal actions related to this Award
of Restricted Stock Units.
[ ] I hereby reject the Award of Restricted Stock Units set forth above.
------------------- ----------------------------------- ---------------------
Date Signature P&G E-mail Address
Form OPN
THE PROCTER & ▇▇▇▇▇▇ COMPANY
STATEMENT OF TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS
THE PROCTER & ▇▇▇▇▇▇ 2001 STOCK AND INCENTIVE COMPENSATION PLAN
The Restricted Stock Units awarded to you as set forth in the letter
you received from the Company (your "Award Letter"), and your ownership thereof,
are subject to the following terms and conditions.
1. DEFINITIONS.
For purposes of this Statement of Terms and Conditions for Restricted
Stock Units ("Terms and Conditions"), all capitalized terms not defined in these
Terms and Conditions will have the meanings described in The Procter & ▇▇▇▇▇▇
2001 Stock and Incentive Compensation Plan (the "Plan"), and the following terms
will have the following meanings.
(a) "AGREED SETTLEMENT DATE" has the meaning described in Section 2(b);
(b) "DATA" has the meaning described in Section 10;
(c) "DISABILITY" means termination of employment under the permanent
disability provision of any retirement plan of Procter & ▇▇▇▇▇▇;
(d) "DIVIDEND EQUIVALENTS" has the meaning described in Section 4;
(e) "GRANT DATE" means the date a Restricted Stock Unit was awarded to
you, as identified in your Award Letter;
(f) "ORIGINAL SETTLEMENT DATE" is the date identified as such in your
Award Letter, as adjusted, if applicable, by Section 2;
(g) "PROCTER & ▇▇▇▇▇▇" means the Company and/or its Subsidiaries;
(h) "RESTRICTED STOCK UNIT" means an unfunded, unsecured promise by the
Company, in accordance with these Terms and Conditions and the
provisions of the Plan, to issue to you one share of Common Stock on
the later of the Original Settlement Date or the Agreed Settlement
Date.
(i) "SETTLEMENT PERIOD" means the period from the Grant Date until the
later of the Original Settlement Date or the Agreed Settlement Date.
2. TRANSFER AND RESTRICTIONS.
(a) Neither Restricted Stock Units nor your interest in them may be
sold, exchanged, transferred, pledged, hypothecated, given or otherwise
disposed of by you at any time, except by will or by the laws of
descent and distribution. Any attempted transfer of a Restricted Stock
Unit, whether voluntary or involuntary on your part, will result in the
immediate forfeiture to the Company, and cancellation, of the
Restricted Stock Unit (including all rights to Dividend Equivalents).
(b) At any time at least one calendar year prior to the Original
Settlement Date, you and the Company may agree to postpone the date on
which you are entitled to receive one share of Common Stock for each
Restricted Stock Unit you hold, according to the deferral terms in
place at the time, and provided the new date (the "Agreed Settlement
Date") is at least five years from the Original Settlement Date. During
the Settlement Period, if you leave your employment with Procter &
▇▇▇▇▇▇ for any reason other than: (i) Disability; (ii) Special
Separation; or (iii) retirement in accordance with the provisions of
any appropriate retirement plan of Procter & ▇▇▇▇▇▇, your Original
Settlement Date or Agreed Settlement Date, as applicable, will
automatically and immediately become, without any further action by you
or the Company, the date of your termination of employment. In the
event of your Disability or Special Separation during the Settlement
Period, unless otherwise agreed to in writing by the Company, your
Original Settlement Date or Agreed Settlement Date, as applicable, will
automatically and immediately become, without any further action by you
or the Company, the date of your Disability or Special Separation, as
applicable. In the event of your retirement in accordance with the
provisions of any appropriate retirement plan of Procter & ▇▇▇▇▇▇
during the Settlement Period, you will retain your Restricted Stock
Units subject to the Plan and these Terms and Conditions.
(c) Upon your death or the occurrence of a Change in Control at any
time while you hold Restricted Stock Units and/or Dividend Equivalents,
your Original Settlement Date or Agreed Settlement Date, as applicable,
will automatically and immediately become, without any further action
by you or the Company, the date of your death or of the Change in
Control, as applicable.
(d) From time to time, the Company and/or the Committee may establish
procedures with which you must comply in order to accept an award of
Restricted Stock Units, to agree to an Agreed Settlement Date, or to
settle your Restricted Stock Units, including requiring you to do so by
means of electronic signature, or charging you an administrative fee
for doing so.
(e) Once your Restricted Stock Units have been settled by delivery to
you of an equivalent number of shares of Common Stock, the Restricted
Stock Units will have no further value, force or effect and you will
cease to receive Dividend Equivalents associated with the Restricted
Stock Units.
3. CONFIDENTIALITY AND NON-COMPETITION
(a) In order to better protect the goodwill of Procter & ▇▇▇▇▇▇ and to
prevent the disclosure of Procter & Gamble's trade secrets and
confidential information, and thereby help ensure the long-term success
of Procter & Gamble's business, in consideration of your being awarded
Restricted Stock Units, you (without prior written consent of Procter &
▇▇▇▇▇▇), will not engage in any activity or provide any services,
whether as a director, manager, supervisor, employee, advisor,
consultant or otherwise, for a period of three (3) years following the
date your employment with Procter & ▇▇▇▇▇▇ is terminated in connection
with the manufacture, development, advertising, promotion, or sale of
any product which is the same as or similar to or competitive with any
products of Procter & ▇▇▇▇▇▇ (including both existing products as well
as products known to you, as a consequence of your employment with
Procter & ▇▇▇▇▇▇, to be in development):
(i) with respect to which your work has been directly
concerned at any time during the two (2) years preceding the
termination of your employment with Procter & ▇▇▇▇▇▇; or (ii)
with respect to which, during the two (2) years preceding the
termination of your employment with Procter & ▇▇▇▇▇▇, you, as
a consequence of your job performance and duties, acquired
knowledge of trade secrets or other confidential information
of Procter & ▇▇▇▇▇▇.
For purposes of this Section 3(a), it will be conclusively presumed
that you have knowledge of information you were directly exposed to
through actual receipt or review of memoranda or documents containing
such information, or through attendance at meetings at which such
information was discussed or disclosed.
(b) The provisions of Section 3(a) are not in lieu of, but are in
addition to your continuing obligation (which you acknowledge by
accepting an award of Restricted Stock Units) to not use or disclose
Procter & Gamble's trade secrets or confidential information known to
you until any particular trade secret or confidential information
becomes generally known (through no fault of yours). As used in this
Section 3(b), "generally known" means known throughout the domestic
United States industry or, if you have job responsibilities partially
or entirely outside of the United States, the appropriate domestic
United States and/or appropriate foreign country or countries'
industry(ies). Information regarding products in development, in test
marketing, or being marketed or promoted in a discrete geographic
region, which information Procter & ▇▇▇▇▇▇ is considering for broader
use, will not be deemed to be "generally known" until such broader use
is actually commercially implemented. As used in this Section, "trade
secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & ▇▇▇▇▇▇ or its
subsidiaries gained in the course of your employment with Procter &
▇▇▇▇▇▇ or its subsidiaries (including personnel ratings or rankings,
manager or peer evaluations, performance records, special skills or
abilities, compensation, work and development plans, training, nature
of specific project and work assignments, or specialties developed as a
result of such assignments) which directly or indirectly affords you a
confidential basis to solicit, encourage, or participate in soliciting
any manager, or managers, of Procter & ▇▇▇▇▇▇ or any subsidiary to
terminate his or her relationship with Procter & ▇▇▇▇▇▇ or that
subsidiary.
(c) By accepting an award of Restricted Stock Units, you agree that, if
you were, without authority, to use or disclose Procter & Gamble's
trade secrets or confidential information or threaten to do so, ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ would be entitled to injunctive and other appropriate relief
to prevent you from doing so. You further agree that the harm caused to
Procter & ▇▇▇▇▇▇ by the breach or anticipated breach of this Section
3(c) is, by its nature, irreparable because, among other things, it is
not readily susceptible of proof as to the monetary harm that would
ensue. You agree that any interim or final equitable relief entered by
a court of competent jurisdiction will, at the request of ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
▇▇▇▇▇▇ may have to appeal from the proceedings which resulted in any
grant of such relief.
(d) If any of the provisions contained in Sections 3(a) through (c) are
for any reason, whether by application of existing law or law which may
develop after your acceptance of an award of Restricted Stock Units,
determined by a court of competent jurisdiction to be overly broad as
to scope of activity, duration, or territory, then by accepting an
award of Restricted Stock Units you agree to join Procter & ▇▇▇▇▇▇ in
requesting such court to construe such provision by limiting or
reducing it so as to be enforceable to the extent compatible with
then-applicable law. If any one or more of the provisions contained in
Section 3(a) through (c) are determined by a court of competent
jurisdiction to be invalid, void or unenforceable, then the remainder
of the provisions will remain in full force and effect and will not be
affected, impaired or invalidated in any way.
4. DIVIDEND EQUIVALENTS.
As a holder of Restricted Stock Units, during the Settlement period,
each time a cash dividend or other cash distribution is paid with respect to
Common Stock, you will receive additional Restricted Stock Units ("Dividend
Equivalents"). The number of such additional Restricted Stock Units will be
determined as follows: multiply the number of Restricted Stock Units currently
held by the per share amount of the cash dividend or other cash distribution on
the Common Stock, and then divide the result by the price of the Common Stock on
the date of the dividend or distribution. These Dividend Equivalent Restricted
Stock Units will be subject to the same terms and conditions as the original
Restricted Stock Units that gave rise to them, including forfeiture and
settlement terms, except that if there is a fractional number of Dividend
Equivalent Restricted Stock Units on the date they are to be settled, you will
receive one share of Common Stock for the fractional Dividend Equivalent
Restricted Stock Units.
5. VOTING AND OTHER SHAREHOLDER RIGHTS.
A Restricted Stock Unit is not a share of Common Stock, and thus you
are not entitled to any voting, dividend or other rights as a shareholder of the
Company with respect to the Restricted Stock Units you hold.
6. ADJUSTMENTS IN CASE OF STOCK DIVIDENDS, STOCK SPLITS, ETC.
In the event of a future reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights offering,
share exchange, reclassification, distribution, spin-off, or other change
affecting the corporate structure, capitalization or Common Stock, the number of
Restricted Stock Units you hold will be adjusted appropriately and equitably to
prevent dilution or enlargement of your rights.
7. TAX WITHHOLDING.
To the extent Procter & ▇▇▇▇▇▇ is required to withhold federal, state,
local or foreign taxes in connection with your Restricted Stock Units or
Dividend Equivalents, the Committee may require you to make such arrangements as
Procter & ▇▇▇▇▇▇ may ▇▇▇▇ appropriate for the payment of such taxes required to
be withheld, including without limitation, relinquishment of some of the shares
of Common Stock that would otherwise be given to you. However, regardless of any
action taken by Procter & ▇▇▇▇▇▇ with respect to any income tax, social
insurance, payroll tax, or other tax, by accepting a Restricted Stock Unit or
Dividend Equivalent, you acknowledge that the ultimate liability for any such
tax owed by you is and remains your responsibility, and that Procter & ▇▇▇▇▇▇
makes no representations about the tax treatment of your Restricted Stock Units
or Dividend Equivalents, and does not commit to structure any aspect of the
Restricted Stock Units or Dividend Equivalents to reduce or eliminate your tax
liability.
8. SUSPENSION PERIODS AND TERMINATION.
The Company reserves the right from time to time to temporarily suspend
your right to settle your Restricted Stock Units for shares of Common Stock
where such suspension is deemed by the Company as necessary or appropriate.
9. PROCTER & ▇▇▇▇▇▇ RIGHT TO TERMINATE EMPLOYMENT AND OTHER REMEDIES.
(a) Nothing in these Terms and Conditions, or the fact that you have
been awarded Restricted Stock Units, affects in any way the right or
power of Procter & ▇▇▇▇▇▇ to terminate your employment at any time for
any reason, with or without cause, or precludes Procter & ▇▇▇▇▇▇ from
taking any action or enforcing any remedy available to it with respect
to any action or conduct on your part. Without limiting the previous
sentence, the Committee may, for example, suspend or terminate any
outstanding Restricted Stock Units for actions taken by you if the
Committee determines that you have acted significantly contrary to the
best interests of Procter & ▇▇▇▇▇▇ or its subsidiaries. For purposes of
this paragraph, an action taken "significantly contrary to the best
interests of Procter & ▇▇▇▇▇▇ or its subsidiaries" includes without
limitation any action taken or threatened by you that the Committee
determines has, or is reasonably likely to have, a significant adverse
impact on the reputation, goodwill, stability, operation, personnel
retention and management, or business of Procter & ▇▇▇▇▇▇ or any
subsidiary. This paragraph is in addition to any remedy Procter &
▇▇▇▇▇▇ or a subsidiary may have at law or in equity, including without
limitation injunctive and other appropriate relief.
(b) By accepting a Restricted Stock Unit, you acknowledge that: (i) the
Plan is established voluntarily by the Company, is discretionary in
nature, and may be amended, suspended or terminated at any time; (ii)
the award of Restricted Stock Units is voluntary and occasional and
does not create any contractual or other right to receive future awards
of Restricted Stock Units, or benefits in lieu of Restricted Stock
Units, even if Restricted Stock Units have been awarded repeatedly in
the past; (iii) all decisions with respect to future Restricted Stock
Unit awards, if any, will be at the sole discretion of the Company;
(iv) your participation in the Plan is voluntary; (v) Restricted Stock
Units are an extraordinary item and not part of normal or expected
compensation or salary for any purpose, including without limitation
calculating any termination, severance, resignation, redundancy, or
end-of-service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments; (vi) in the event that your
employer is not the Company, the award of Restricted Stock Units will
not be interpreted to form an employment relationship with the Company;
and, furthermore, the award of Restricted Stock Units will not be
interpreted to form an employment contract with any Procter & ▇▇▇▇▇▇
entity; (vii) the future value of Common Stock is unknown and cannot be
predicted with certainty; and (viii) no claim or entitlement to
compensation or damages arises from termination or forfeiture of
Restricted Stock Units, or diminution in value of Restricted Stock
Units or Common Stock received in settlement thereof, and you
irrevocably release Procter & ▇▇▇▇▇▇ from any such claim that may
arise.
10. DATA PRIVACY.
By accepting a Restricted Stock Unit, you explicitly and unambiguously
consent to the collection, use and transfer, in electronic or other form, of
your personal data as described in this document by and among, as applicable,
any Procter & ▇▇▇▇▇▇ entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand that
Procter & ▇▇▇▇▇▇ holds certain personal information about you, including without
limitation your name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in a Procter & ▇▇▇▇▇▇ entity, details
of all options, Restricted Stock Units, or any other entitlement to shares of
stock awarded, canceled, exercised, vested, unvested or outstanding in your
favor, for the purpose of implementing, administering and managing the Plan
("Data"). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that
these recipients may be located in your country or elsewhere, and that the
recipient's country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names and
addresses of any potential recipients of Data by contacting your local human
resources representative. You authorize the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third party
with whom you may elect to deposit any shares of Common Stock in connection with
the settlement of your Restricted Stock Units. You understand that Data will be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view Data,
request additional information about the storage and processing of Data, require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your local
human resources representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the Plan. For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human resources
representative.
11. NOTICES.
(a) Any notice to Procter & ▇▇▇▇▇▇ that is required or appropriate with
respect to Restricted Stock Units held by you must be in writing and
addressed to:
The Procter & ▇▇▇▇▇▇ Company
ATTN: Corporate Secretary's Office
P.O. Box 599
Cincinnati, OH 45201
or such other address as Procter & ▇▇▇▇▇▇ may from time to time provide
to you in writing.
(b) Any notice to you that is required or appropriate with respect to
Restricted Stock Units held or to be awarded to you will be provided to
you in written or electronic form at any physical or electronic mail
address for you that is on file with Procter & ▇▇▇▇▇▇.
12. SUCCESSORS AND ASSIGNS.
These Terms and Conditions are binding on, and inure to the benefit of,
(a) the Company and its successors and assigns; and (b) you and, if applicable,
the representative of your estate.
13. GOVERNING LAW.
The validity, interpretation, performance and enforcements of these
Terms and Conditions, the Plan and your Restricted Stock Units will be governed
by the laws of the State of Ohio, U.S.A. without giving effect to any other
jurisdiction's conflicts of law principles. With respect to any dispute
concerning these Terms and Conditions, the Plan and your Restricted Stock Units,
you consent to the exclusive jurisdiction of the federal or state courts located
in ▇▇▇▇▇▇▇▇ County, Ohio, U.S.A.
14. THE PLAN.
All Restricted Stock Units awarded to you have been awarded under the
Plan. Certain provisions of the Plan may have been repeated or emphasized in
these Terms and Conditions; however, all terms of the Plan apply to you and your
Restricted Stock Units whether or not they have been called out in these Terms
and Conditions.
15. EFFECT OF THESE TERMS AND CONDITIONS.
These Terms and Conditions and the terms of the Plan, which are
incorporated herein by reference, describe the contractual rights awarded to you
in the form of Restricted Stock Units, and the obligations imposed on you in
connection with those rights. No right exists with respect to Restricted Stock
Units except as described in these Terms and Conditions and the Plan.
Form RTD
[INSERT DATE]
[INSERT NAME]
SUBJECT: AWARD OF RESTRICTED STOCK UNITS
This is to advise you that The Procter & ▇▇▇▇▇▇ Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts listed
below, pursuant to The Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation
Plan, and subject to the attached Statement of Terms and Conditions Form RTD.
Grant Date: [INSERT DATE OF GRANT]
Forfeiture Date: [INSERT DATE FORFEITURE ENDS]
Original Settlement Date: [INSERT DATE RSUs BECOME SHARES]
Number of Restricted Stock Units: [INSERT NUMBER GRANTED]
Paragraph 3(a) of Statement of Terms and Conditions Form RTD [is/is not] waived.
As you will see from the Statement of Terms and Conditions Form RTD, under
certain circumstances you may agree with The Procter & ▇▇▇▇▇▇ Company to delay
the settlement of your Restricted Stock Units beyond the Original Settlement
Date. You may want to consult your personal tax advisor before making a decision
about this matter.
THE PROCTER & ▇▇▇▇▇▇ COMPANY
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
For the Compensation Committee
[ ] I hereby accept the Award of Restricted Stock Units set forth above in
accordance with and subject to the terms of The Procter & ▇▇▇▇▇▇ 2001
Stock and Incentive Compensation Plan and the attached Statement of
Terms and Conditions for Restricted Stock Units, with which I am
familiar. I agree that the Award of Restricted Stock Units, The Procter
& ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan, and the attached
Statement of Terms and Conditions for Restricted Stock Units together
constitute an agreement between the Company and me in accordance with
the terms thereof and hereof, and I further agree that any legal action
related to this Award of Restricted Stock Units may be brought in any
federal or state court located in ▇▇▇▇▇▇▇▇ County, Ohio, USA, and I
hereby accept the jurisdiction of these courts and consent to service of
process from said courts solely for legal actions related to this Award
of Restricted Stock Units.
[ ] I hereby reject the Award of Restricted Stock Units set forth above.
------------------- -------------------------------------- -------------------
Date Signature P&G E-mail Address
THE PROCTER & ▇▇▇▇▇▇ COMPANY
STATEMENT OF TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS
THE PROCTER & ▇▇▇▇▇▇ 2001 STOCK AND INCENTIVE COMPENSATION PLAN
The Restricted Stock Units awarded to you as set forth in the letter
you received from the Company (your "Award Letter"), and your ownership thereof,
are subject to the following terms and conditions.
1. DEFINITIONS.
For purposes of this Statement of Terms and Conditions for Restricted
Stock Units ("Terms and Conditions"), all capitalized terms not defined in these
Terms and Conditions will have the meanings described in The Procter & ▇▇▇▇▇▇
2001 Stock and Incentive Compensation Plan (the "Plan"), and the following terms
will have the following meanings.
(a) "AGREED SETTLEMENT DATE" has the meaning described in Section 2(c);
(b) "DATA" has the meaning described in Section 10;
(c) "DISABILITY" means termination of employment under the permanent
disability provision of any retirement plan of Procter & ▇▇▇▇▇▇;
(d) "DIVIDEND EQUIVALENTS" has the meaning described in Section 4;
(e) "FORFEITURE DATE" is the date identified as such in your Award
Letter;
(f) "FORFEITURE PERIOD" means the period from the Grant Date until the
Forfeiture Date.
(g) "GRANT DATE" means the date a Restricted Stock Unit was awarded to
you, as identified in your Award Letter;
(h) "ORIGINAL SETTLEMENT DATE" is the date identified as such in your
Award Letter, as adjusted, if applicable, by Section 2;
(i) "POST-FORFEITURE PERIOD" means the period from the Forfeiture Date
until the later of the Original Settlement Date or the Agreed
Settlement Date;
(j) "PROCTER & ▇▇▇▇▇▇" means the Company and/or its Subsidiaries;
(k) "RESTRICTED STOCK UNIT" means an unfunded, unsecured promise by the
Company, in accordance with these Terms and Conditions and the
provisions of the Plan, to issue to you one share of Common Stock on
the later of the Original Settlement Date or the Agreed Settlement
Date.
2. TRANSFER AND RESTRICTIONS.
(a) Neither Restricted Stock Units nor your interest in them may be
sold, exchanged, transferred, pledged, hypothecated, given or otherwise
disposed of by you at any time, except by will or by the laws of
descent and distribution. Any attempted transfer of a Restricted Stock
Unit, whether voluntary or involuntary on your part, will result in the
immediate forfeiture to the Company, and cancellation, of the
Restricted Stock Unit (including all rights to Dividend Equivalents).
(b) During the Forfeiture Period, your Restricted Stock Units
(including all rights to receive Dividend Equivalents) will be
forfeited and cancelled if you leave your employment with Procter &
▇▇▇▇▇▇ for any reason, except due to: (i) your Disability; (ii) your
retirement in accordance with the provisions of any appropriate
retirement plan of Procter & ▇▇▇▇▇▇; or (iii) in certain circumstances,
your Special Separation. In the event of your Disability during the
Forfeiture Period, unless otherwise agreed to in writing by the
Company, your Original Settlement Date will automatically and
immediately become, without any further action by you or the Company,
the date of your Disability. In the event of your retirement in
accordance with the provisions of any appropriate retirement plan of
Procter & ▇▇▇▇▇▇ during the Forfeiture Period, you will retain your
Restricted Stock Units subject to the Plan and these Terms and
Conditions. In the event of your Special Separation during the
Forfeiture Period, your Restricted Stock Units will be forfeited and
cancelled unless otherwise agreed to in writing by the Company.
(c) At any time at least one calendar year prior to the Original
Settlement Date, you and the Company may agree to postpone the date on
which you are entitled to receive one share of Common Stock for each
Restricted Stock Unit you hold, according to the deferral terms in
place at the time, and provided the new date (the "Agreed Settlement
Date") is at least five years from the Original Settlement Date. During
the Post-Forfeiture Period, if you leave your employment with Procter &
▇▇▇▇▇▇ for any reason other than: (i) Disability; (ii) Special
Separation; or (iii) retirement in accordance with the provisions of
any appropriate retirement plan of Procter & ▇▇▇▇▇▇, your Original
Settlement Date or Agreed Settlement Date, as applicable, will
automatically and immediately become, without any further action by you
or the Company, the date of your termination of employment. In the
event of your Disability or Special Separation during the
Post-Forfeiture period, unless otherwise agreed to in writing by the
Company, your Original Settlement Date or Agreed Settlement Date, as
applicable, will automatically and immediately become, without any
further action by you or the Company, the date of your Disability or
Special Separation, as applicable. In the event of your retirement in
accordance with the provisions of any appropriate retirement plan of
Procter & ▇▇▇▇▇▇ during the Post-Forfeiture Period, you will retain
your Restricted Stock Units subject to the Plan and these Terms and
Conditions.
(d) Upon your death or the occurrence of a Change in Control at any
time while you hold Restricted Stock Units and/or Dividend Equivalents,
your Original Settlement Date or Agreed Settlement Date, as applicable,
will automatically and immediately become, without any further action
by you or the Company, the date of your death or of the Change in
Control, as applicable.
(e) From time to time, the Company and/or the Committee may establish
procedures with which you must comply in order to accept an award of
Restricted Stock Units, to agree to an Agreed Settlement Date, or to
settle your Restricted Stock Units, including requiring you to do so by
means of electronic signature, or charging you an administrative fee
for doing so.
(f) Once your Restricted Stock Units have been settled by delivery to
you of an equivalent number of shares of Common Stock, the Restricted
Stock Units will have no further value, force or effect and you will
cease to receive Dividend Equivalents associated with the Restricted
Stock Units.
3. CONFIDENTIALITY AND NON-COMPETITION
(a) In order to better protect the goodwill of Procter & ▇▇▇▇▇▇ and to
prevent the disclosure of Procter & Gamble's trade secrets and
confidential information, and thereby help ensure the long-term success
of Procter & Gamble's business, in consideration of your being awarded
Restricted Stock Units, you (without prior written consent of Procter &
▇▇▇▇▇▇), will not engage in any activity or provide any services,
whether as a director, manager, supervisor, employee, advisor,
consultant or otherwise, for a period of three (3) years following the
date your employment with Procter & ▇▇▇▇▇▇ is terminated in connection
with the manufacture, development, advertising, promotion, or sale of
any product which is the same as or similar to or competitive with any
products of Procter & ▇▇▇▇▇▇ (including both existing products as well
as products known to you, as a consequence of your employment with
Procter & ▇▇▇▇▇▇, to be in development):
(i) with respect to which your work has been directly
concerned at any time during the two (2) years preceding the
termination of your employment with Procter & ▇▇▇▇▇▇; or (ii)
with respect to which, during the two (2) years preceding the
termination of your employment with Procter & ▇▇▇▇▇▇, you, as
a consequence of your job performance and duties, acquired
knowledge of trade secrets or other confidential information
of Procter & ▇▇▇▇▇▇.
For purposes of this Section 3(a), it will be conclusively presumed
that you have knowledge of information you were directly exposed to
through actual receipt or review of memoranda or documents containing
such information, or through attendance at meetings at which such
information was discussed or disclosed.
(b) The provisions of Section 3(a) are not in lieu of, but are in
addition to your continuing obligation (which you acknowledge by
accepting an award of Restricted Stock Units) to not use or disclose
Procter & Gamble's trade secrets or confidential information known to
you until any particular trade secret or confidential information
becomes generally known (through no fault of yours). As used in this
Section 3(b), "generally known" means known throughout the domestic
United States industry or, if you have job responsibilities partially
or entirely outside of the United States, the appropriate domestic
United States and/or appropriate foreign country or countries'
industry(ies). Information regarding products in development, in test
marketing, or being marketed or promoted in a discrete geographic
region, which information Procter & ▇▇▇▇▇▇ is considering for broader
use, will not be deemed to be "generally known" until such broader use
is actually commercially implemented. As used in this Section, "trade
secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & ▇▇▇▇▇▇ or its
subsidiaries gained in the course of your employment with Procter &
▇▇▇▇▇▇ or its subsidiaries (including personnel ratings or rankings,
manager or peer evaluations, performance records, special skills or
abilities, compensation, work and development plans, training, nature
of specific project and work assignments, or specialties developed as a
result of such assignments) which directly or indirectly affords you a
confidential basis to solicit, encourage, or participate in soliciting
any manager, or managers, of Procter & ▇▇▇▇▇▇ or any subsidiary to
terminate his or her relationship with Procter & ▇▇▇▇▇▇ or that
subsidiary.
(c) By accepting an award of Restricted Stock Units, you agree that, if
you were, without authority, to use or disclose Procter & Gamble's
trade secrets or confidential information or threaten to do so, ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ would be entitled to injunctive and other appropriate relief
to prevent you from doing so. You further agree that the harm caused to
Procter & ▇▇▇▇▇▇ by the breach or anticipated breach of this Section
3(c) is, by its nature, irreparable because, among other things, it is
not readily susceptible of proof as to the monetary harm that would
ensue. You agree that any interim or final equitable relief entered by
a court of competent jurisdiction will, at the request of ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
▇▇▇▇▇▇ may have to appeal from the proceedings which resulted in any
grant of such relief.
(d) If any of the provisions contained in Sections 3(a) through (c) are
for any reason, whether by application of existing law or law which may
develop after your acceptance of an award of Restricted Stock Units,
determined by a court of competent jurisdiction to be overly broad as
to scope of activity, duration, or territory, then by accepting an
award of Restricted Stock Units you agree to join Procter & ▇▇▇▇▇▇ in
requesting such court to construe such provision by limiting or
reducing it so as to be enforceable to the extent compatible with
then-applicable law. If any one or more of the provisions contained in
Section 3(a) through (c) are determined by a court of competent
jurisdiction to be invalid, void or unenforceable, then the remainder
of the provisions will remain in full force and effect and will not be
affected, impaired or invalidated in any way.
4. DIVIDEND EQUIVALENTS.
As a holder of Restricted Stock Units, during the period from the Grant
Date until the Original Settlement Date or the Agreed Settlement Date, whichever
is later, each time a cash dividend or other cash distribution is paid with
respect to Common Stock, you will receive additional Restricted Stock Units
("Dividend Equivalents"). The number of such additional Restricted Stock Units
will be determined as follows: multiply the number of Restricted Stock Units
currently held by the per share amount of the cash dividend or other cash
distribution on the Common Stock, and then divide the result by the price of the
Common Stock on the date of the dividend or distribution. These Dividend
Equivalent Restricted Stock Units will be subject to the same terms and
conditions as the original Restricted Stock Units that gave rise to them,
including forfeiture and settlement terms, except that if there is a fractional
number of Dividend Equivalent Restricted Stock Units on the date they are to be
settled, you will receive one share of Common Stock for the fractional Dividend
Equivalent Restricted Stock Units.
5. VOTING AND OTHER SHAREHOLDER RIGHTS.
A Restricted Stock Unit is not a share of Common Stock, and thus you
are not entitled to any voting, dividend or other rights as a shareholder of the
Company with respect to the Restricted Stock Units you hold.
6. ADJUSTMENTS IN CASE OF STOCK DIVIDENDS, STOCK SPLITS, ETC.
In the event of a future reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights offering,
share exchange, reclassification, distribution, spin-off, or other change
affecting the corporate structure, capitalization or Common Stock, the number of
Restricted Stock Units you hold will be adjusted appropriately and equitably to
prevent dilution or enlargement of your rights.
7. TAX WITHHOLDING.
To the extent Procter & ▇▇▇▇▇▇ is required to withhold federal, state,
local or foreign taxes in connection with your Restricted Stock Units or
Dividend Equivalents, the Committee may require you to make such arrangements as
Procter & ▇▇▇▇▇▇ may ▇▇▇▇ appropriate for the payment of such taxes required to
be withheld, including without limitation, relinquishment of some of the shares
of Common Stock that would otherwise be given to you. However, regardless of any
action taken by Procter & ▇▇▇▇▇▇ with respect to any income tax, social
insurance, payroll tax, or other tax, by accepting a Restricted Stock Unit or
Dividend Equivalent, you acknowledge that the ultimate liability for any such
tax owed by you is and remains your responsibility, and that Procter & ▇▇▇▇▇▇
makes no representations about the tax treatment of your Restricted Stock Units
or Dividend Equivalents, and does not commit to structure any aspect of the
Restricted Stock Units or Dividend Equivalents to reduce or eliminate your tax
liability.
8. SUSPENSION PERIODS AND TERMINATION.
The Company reserves the right from time to time to temporarily suspend
your right to settle your Restricted Stock Units for shares of Common Stock
where such suspension is deemed by the Company as necessary or appropriate.
9. PROCTER & ▇▇▇▇▇▇ RIGHT TO TERMINATE EMPLOYMENT AND OTHER REMEDIES.
(a) Nothing in these Terms and Conditions, or the fact that you have
been awarded Restricted Stock Units, affects in any way the right or
power of Procter & ▇▇▇▇▇▇ to terminate your employment at any time for
any reason, with or without cause, or precludes Procter & ▇▇▇▇▇▇ from
taking any action or enforcing any remedy available to it with respect
to any action or conduct on your part. Without limiting the previous
sentence, the Committee may, for example, suspend or terminate any
outstanding Restricted Stock Units for actions taken by you if the
Committee determines that you have acted significantly contrary to the
best interests of Procter & ▇▇▇▇▇▇ or its subsidiaries. For purposes of
this paragraph, an action taken "significantly contrary to the best
interests of Procter & ▇▇▇▇▇▇ or its subsidiaries" includes without
limitation any action taken or threatened by you that the Committee
determines has, or is reasonably likely to have, a significant adverse
impact on the reputation, goodwill, stability, operation, personnel
retention and management, or business of Procter & ▇▇▇▇▇▇ or any
subsidiary. This paragraph is in addition to any remedy Procter &
▇▇▇▇▇▇ or a subsidiary may have at law or in equity, including without
limitation injunctive and other appropriate relief.
(b) By accepting a Restricted Stock Unit, you acknowledge that: (i) the
Plan is established voluntarily by The Procter & ▇▇▇▇▇▇ Company, is
discretionary in nature, and may be amended, suspended or terminated at
any time; (ii) the award of Restricted Stock Units is voluntary and
occasional and does not create any contractual or other right to
receive future awards of Restricted Stock Units, or benefits in lieu of
Restricted Stock Units, even if Restricted Stock Units have been
awarded repeatedly in the past; (iii) all decisions with respect to
future Restricted Stock Unit awards, if any, will be at the sole
discretion of the Company; (iv) your participation in the Plan is
voluntary; (v) Restricted Stock Units are an extraordinary item and not
part of normal or expected compensation or salary for any purpose,
including without limitation calculating any termination, severance,
resignation, redundancy, or end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company, the
award of Restricted Stock Units will not be interpreted to form an
employment relationship with the Company; and, furthermore, the award
of Restricted Stock Units will not be interpreted to form an employment
contract with any Procter & ▇▇▇▇▇▇ entity; (vii) the future value of
Common Stock is unknown and cannot be predicted with certainty; and
(viii) no claim or entitlement to compensation or damages arises from
termination or forfeiture of Restricted Stock Units, or diminution in
value of Restricted Stock Units or Common Stock received in settlement
thereof, and you irrevocably release Procter & ▇▇▇▇▇▇ from any such
claim that may arise.
10. DATA PRIVACY.
By accepting a Restricted Stock Unit, you explicitly and unambiguously
consent to the collection, use and transfer, in electronic or other form, of
your personal data as described in this document by and among, as applicable,
any Procter & ▇▇▇▇▇▇ entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand that
Procter & ▇▇▇▇▇▇ holds certain personal information about you, including without
limitation your name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in a Procter & ▇▇▇▇▇▇ entity, details
of all options, Restricted Stock Units, or any other entitlement to shares of
stock awarded, canceled, exercised, vested, unvested or outstanding in your
favor, for the purpose of implementing, administering and managing the Plan
("Data"). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that
these recipients may be located in your country or elsewhere, and that the
recipient's country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names and
addresses of any potential recipients of Data by contacting your local human
resources representative. You authorize the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third party
with whom you may elect to deposit any shares of Common Stock in connection with
the settlement of your Restricted Stock Units. You understand that Data will be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view Data,
request additional information about the storage and processing of Data, require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your local
human resources representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the Plan. For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human resources
representative.
11. NOTICES.
(a) Any notice to Procter & ▇▇▇▇▇▇ that is required or appropriate with
respect to Restricted Stock Units held by you must be in writing and
addressed to:
The Procter & ▇▇▇▇▇▇ Company
ATTN: Corporate Secretary's Office
P.O. Box 599
Cincinnati, OH 45201
or such other address as Procter & ▇▇▇▇▇▇ may from time to time provide
to you in writing.
(b) Any notice to you that is required or appropriate with respect to
Restricted Stock Units held or to be awarded to you will be provided to
you in written or electronic form at any physical or electronic mail
address for you that is on file with Procter & ▇▇▇▇▇▇.
12. SUCCESSORS AND ASSIGNS.
These Terms and Conditions are binding on, and inure to the benefit of,
(a) The Procter & ▇▇▇▇▇▇ Company and its successors and assigns; and (b) you
and, if applicable, the representative of your estate.
13. GOVERNING LAW.
The validity, interpretation, performance and enforcement of these
Terms and Conditions, the Plan and your Restricted Stock Units will be governed
by the laws of the State of Ohio, U.S.A. without giving effect to any other
jurisdiction's conflicts of law principles. With respect to any dispute
concerning these Terms and Conditions, the Plan and your Restricted Stock Units,
you consent to the exclusive jurisdiction of the federal or state courts located
in ▇▇▇▇▇▇▇▇ County, Ohio, U.S.A.
14. THE PLAN.
All Restricted Stock Units awarded to you have been awarded under the
Plan. Certain provisions of the Plan may have been repeated or emphasized in
these Terms and Conditions; however, all terms of the Plan apply to you and your
Restricted Stock Units whether or not they have been called out in these Terms
and Conditions.
15. EFFECT OF THESE TERMS AND CONDITIONS.
These Terms and Conditions and the terms of the Plan, which are
incorporated herein by reference, describe the contractual rights awarded to you
in the form of Restricted Stock Units, and the obligations imposed on you in
connection with those rights. No right exists with respect to Restricted Stock
Units except as described in these Terms and Conditions and the Plan.
Form RTD-A
[INSERT DATE]
[INSERT NAME]
SUBJECT: AWARD OF RESTRICTED STOCK UNITS
This is to advise you that The Procter & ▇▇▇▇▇▇ Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts listed
below, pursuant to The Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation
Plan, and subject to the attached Statement of Terms and Conditions Form RTD-▇.
▇▇▇▇▇ Date: [INSERT DATE OF GRANT]
Forfeiture Date: [INSERT DATE FORFEITURE ENDS]
Original Settlement Date: [INSERT DATE RSUs BECOME SHARES]
Number of Restricted Stock Units: [INSERT NUMBER GRANTED]
Paragraph 3(a) of Statement of Terms and Conditions Form RTD-A [is/is not]
waived.
As you will see from the Statement of Terms and Conditions Form RTD-A, under
certain circumstances you may agree with The Procter & ▇▇▇▇▇▇ Company to delay
the settlement of your Restricted Stock Units beyond the Original Settlement
Date. You may want to consult your personal tax advisor before making a decision
about this matter.
THE PROCTER & ▇▇▇▇▇▇ COMPANY
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
For the Compensation Committee
[ ] I hereby accept the Award of Restricted Stock Units set forth above in
accordance with and subject to the terms of The Procter & ▇▇▇▇▇▇ 2001
Stock and Incentive Compensation Plan and the attached Statement of
Terms and Conditions for Restricted Stock Units, with which I am
familiar. I agree that the Award of Restricted Stock Units, The Procter
& ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan, and the attached
Statement of Terms and Conditions for Restricted Stock Units together
constitute an agreement between the Company and me in accordance with
the terms thereof and hereof, and I further agree that any legal action
related to this Award of Restricted Stock Units may be brought in any
federal or state court located in ▇▇▇▇▇▇▇▇ County, Ohio, USA, and I
hereby accept the jurisdiction of these courts and consent to service of
process from said courts solely for legal actions related to this Award
of Restricted Stock Units.
[ ] I hereby reject the Award of Restricted Stock Units set forth above.
------------------- -------------------------------------- -------------------
Date Signature P&G E-mail Address
THE PROCTER & ▇▇▇▇▇▇ COMPANY
STATEMENT OF TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS
THE PROCTER & ▇▇▇▇▇▇ 2001 STOCK AND INCENTIVE COMPENSATION PLAN
The Restricted Stock Units awarded to you as set forth in the letter
you received from the Company (your "Award Letter"), and your ownership thereof,
are subject to the following terms and conditions.
1. DEFINITIONS.
For purposes of this Statement of Terms and Conditions for Restricted
Stock Units ("Terms and Conditions"), all capitalized terms not defined in these
Terms and Conditions will have the meanings described in The Procter & ▇▇▇▇▇▇
2001 Stock and Incentive Compensation Plan (the "Plan"), and the following terms
will have the following meanings.
(a) "AGREED SETTLEMENT DATE" has the meaning described in Section 2(c);
(b) "DATA" has the meaning described in Section 10;
(c) "DISABILITY" means termination of employment under the permanent
disability provision of any retirement plan of Procter & ▇▇▇▇▇▇;
(d) "DIVIDEND EQUIVALENTS" has the meaning described in Section 4;
(e) "FORFEITURE DATE" is the date identified as such in your Award
Letter;
(f) "FORFEITURE PERIOD" means the period from the Grant Date until the
Forfeiture Date.
(g) "GRANT DATE" means the date a Restricted Stock Unit was awarded to
you, as identified in your Award Letter;
(h) "ORIGINAL SETTLEMENT DATE" is the date identified as such in your
Award Letter, as adjusted, if applicable, by Section 2;
(i) "POST-FORFEITURE PERIOD" means the period from the Forfeiture Date
until the later of the Original Settlement Date or the Agreed
Settlement Date;
(j) "PROCTER & ▇▇▇▇▇▇" means the Company and/or its Subsidiaries;
(k) "RESTRICTED STOCK UNIT" means an unfunded, unsecured promise by the
Company, in accordance with these Terms and Conditions and the
provisions of the Plan, to issue to you one share of Common Stock on
the later of the Original Settlement Date or the Agreed Settlement
Date.
2. TRANSFER AND RESTRICTIONS.
(a) Neither Restricted Stock Units nor your interest in them may be
sold, exchanged, transferred, pledged, hypothecated, given or otherwise
disposed of by you at any time, except by will or by the laws of
descent and distribution. Any attempted transfer of a Restricted Stock
Unit, whether voluntary or involuntary on your part, will result in the
immediate forfeiture to the Company, and cancellation, of the
Restricted Stock Unit (including all rights to Dividend Equivalents).
(b) During the Forfeiture Period, your Restricted Stock Units
(including all rights to receive Dividend Equivalents) will be
forfeited and cancelled if you leave your employment with Procter &
▇▇▇▇▇▇ for any reason, except due to: (i) your Disability, or (ii) in
certain circumstances, your Special Separation. In the event of your
Disability during the Forfeiture Period, unless otherwise agreed to in
writing by the Company, your Original Settlement Date will
automatically and immediately become, without any further action by you
or the Company, the date of your Disability. In the event of your
Special Separation during the Forfeiture Period, your Restricted Stock
Units will be forfeited and cancelled unless otherwise agreed to in
writing by the Company.
(c) At any time at least one calendar year prior to the Original
Settlement Date, you and the Company may agree to postpone the date on
which you are entitled to receive one share of Common Stock for each
Restricted Stock Unit you hold, according to the deferral terms in
place at the time, and provided the new date (the "Agreed Settlement
Date") is at least five years from the Original Settlement Date. During
the Post-Forfeiture Period, if you leave your employment with Procter &
▇▇▇▇▇▇ for any reason other than: (i) Disability; (ii) Special
Separation; or (iii) retirement in accordance with the provisions of
any appropriate retirement plan of Procter & ▇▇▇▇▇▇, your Original
Settlement Date or Agreed Settlement Date, as applicable, will
automatically and immediately become, without any further action by you
or the Company, the date of your termination of employment. In the
event of your Disability or Special Separation during the
Post-Forfeiture period, unless otherwise agreed to in writing by the
Company, your Original Settlement Date or Agreed Settlement Date, as
applicable, will automatically and immediately become, without any
further action by you or the Company, the date of your Disability or
Special Separation, as applicable. In the event of your retirement in
accordance with the provisions of any appropriate retirement plan of
Procter & ▇▇▇▇▇▇ during the Post-Forfeiture Period, you will retain
your Restricted Stock Units subject to the Plan and these Terms and
Conditions.
(d) Upon your death or the occurrence of a Change in Control at any
time while you hold Restricted Stock Units and/or Dividend Equivalents,
your Original Settlement Date or Agreed Settlement Date, as applicable,
will automatically and immediately become, without any further action
by you or the Company, the date of your death or of the Change in
Control, as applicable.
(e) From time to time, the Company and/or the Committee may establish
procedures with which you must comply in order to accept an award of
Restricted Stock Units, to agree to an Agreed Settlement Date, or to
settle your Restricted Stock Units, including requiring you to do so by
means of electronic signature, or charging you an administrative fee
for doing so.
(f) Once your Restricted Stock Units have been settled by delivery to
you of an equivalent number of shares of Common Stock, the Restricted
Stock Units will have no further value, force or effect and you will
cease to receive Dividend Equivalents associated with the Restricted
Stock Units.
3. CONFIDENTIALITY AND NON-COMPETITION
(a) In order to better protect the goodwill of Procter & ▇▇▇▇▇▇ and to
prevent the disclosure of Procter & Gamble's trade secrets and
confidential information, and thereby help ensure the long-term success
of Procter & Gamble's business, in consideration of your being awarded
Restricted Stock Units, you (without prior written consent of Procter &
▇▇▇▇▇▇), will not engage in any activity or provide any services,
whether as a director, manager, supervisor, employee, advisor,
consultant or otherwise, for a period of three (3) years following the
date your employment with Procter & ▇▇▇▇▇▇ is terminated in connection
with the manufacture, development, advertising, promotion, or sale of
any product which is the same as or similar to or competitive with any
products of Procter & ▇▇▇▇▇▇ (including both existing products as well
as products known to you, as a consequence of your employment with
Procter & ▇▇▇▇▇▇, to be in development):
(i) with respect to which your work has been directly
concerned at any time during the two (2) years preceding the
termination of your employment with Procter & ▇▇▇▇▇▇; or (ii)
with respect to which, during the two (2) years preceding the
termination of your employment with Procter & ▇▇▇▇▇▇, you, as
a consequence of your job performance and duties, acquired
knowledge of trade secrets or other confidential information
of Procter & ▇▇▇▇▇▇.
For purposes of this Section 3(a), it will be conclusively presumed
that you have knowledge of information you were directly exposed to
through actual receipt or review of memoranda or documents containing
such information, or through attendance at meetings at which such
information was discussed or disclosed.
(b) The provisions of Section 3(a) are not in lieu of, but are in
addition to your continuing obligation (which you acknowledge by
accepting an award of Restricted Stock Units) to not use or disclose
Procter & Gamble's trade secrets or confidential information known to
you until any particular trade secret or confidential information
becomes generally known (through no fault of yours). As used in this
Section 3(b), "generally known" means known throughout the domestic
United States industry or, if you have job responsibilities partially
or entirely outside of the United States, the appropriate domestic
United States and/or appropriate foreign country or countries'
industry(ies). Information regarding products in development, in test
marketing, or being marketed or promoted in a discrete geographic
region, which information Procter & ▇▇▇▇▇▇ is considering for broader
use, will not be deemed to be "generally known" until such broader use
is actually commercially implemented. As used in this Section, "trade
secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & ▇▇▇▇▇▇ or its
subsidiaries gained in the course of your employment with Procter &
▇▇▇▇▇▇ or its subsidiaries (including personnel ratings or rankings,
manager or peer evaluations, performance records, special skills or
abilities, compensation, work and development plans, training, nature
of specific project and work assignments, or specialties developed as a
result of such assignments) which directly or indirectly affords you a
confidential basis to solicit, encourage, or participate in soliciting
any manager, or managers, of Procter & ▇▇▇▇▇▇ or any subsidiary to
terminate his or her relationship with Procter & ▇▇▇▇▇▇ or that
subsidiary.
(c) By accepting an award of Restricted Stock Units, you agree that, if
you were, without authority, to use or disclose Procter & Gamble's
trade secrets or confidential information or threaten to do so, ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ would be entitled to injunctive and other appropriate relief
to prevent you from doing so. You further agree that the harm caused to
Procter & ▇▇▇▇▇▇ by the breach or anticipated breach of this Section
3(c) is, by its nature, irreparable because, among other things, it is
not readily susceptible of proof as to the monetary harm that would
ensue. You agree that any interim or final equitable relief entered by
a court of competent jurisdiction will, at the request of ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
▇▇▇▇▇▇ may have to appeal from the proceedings which resulted in any
grant of such relief.
(d) If any of the provisions contained in Sections 3(a) through (c) are
for any reason, whether by application of existing law or law which may
develop after your acceptance of an award of Restricted Stock Units,
determined by a court of competent jurisdiction to be overly broad as
to scope of activity, duration, or territory, then by accepting an
award of Restricted Stock Units you agree to join Procter & ▇▇▇▇▇▇ in
requesting such court to construe such provision by limiting or
reducing it so as to be enforceable to the extent compatible with
then-applicable law. If any one or more of the provisions contained in
Section 3(a) through (c) are determined by a court of competent
jurisdiction to be invalid, void or unenforceable, then the remainder
of the provisions will remain in full force and effect and will not be
affected, impaired or invalidated in any way.
4. DIVIDEND EQUIVALENTS.
As a holder of Restricted Stock Units, during the period from the Grant
Date until the Original Settlement Date or the Agreed Settlement Date, whichever
is later, each time a cash dividend or other cash distribution is paid with
respect to Common Stock, you will receive additional Restricted Stock Units
("Dividend Equivalents"). The number of such additional Restricted Stock Units
will be determined as follows: multiply the number of Restricted Stock Units
currently held by the per share amount of the cash dividend or other cash
distribution on the Common Stock, and then divide the result by the price of the
Common Stock on the date of the dividend or distribution. These Dividend
Equivalent Restricted Stock Units will be subject to the same terms and
conditions as the original Restricted Stock Units that gave rise to them,
including forfeiture and settlement terms, except that if there is a fractional
number of Dividend Equivalent Restricted Stock Units on the date they are to be
settled, you will receive one share of Common Stock for the fractional Dividend
Equivalent Restricted Stock Units.
5. VOTING AND OTHER SHAREHOLDER RIGHTS.
A Restricted Stock Unit is not a share of Common Stock, and thus you
are not entitled to any voting, dividend or other rights as a shareholder of the
Company with respect to the Restricted Stock Units you hold.
6. ADJUSTMENTS IN CASE OF STOCK DIVIDENDS, STOCK SPLITS, ETC.
In the event of a future reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights offering,
share exchange, reclassification, distribution, spin-off, or other change
affecting the corporate structure, capitalization or Common Stock, the number of
Restricted Stock Units you hold will be adjusted appropriately and equitably to
prevent dilution or enlargement of your rights.
7. TAX WITHHOLDING.
To the extent Procter & ▇▇▇▇▇▇ is required to withhold federal, state,
local or foreign taxes in connection with your Restricted Stock Units or
Dividend Equivalents, the Committee may require you to make such arrangements as
Procter & ▇▇▇▇▇▇ may ▇▇▇▇ appropriate for the payment of such taxes required to
be withheld, including without limitation, relinquishment of some of the shares
of Common Stock that would otherwise be given to you. However, regardless of any
action taken by Procter & ▇▇▇▇▇▇ with respect to any income tax, social
insurance, payroll tax, or other tax, by accepting a Restricted Stock Unit or
Dividend Equivalent, you acknowledge that the ultimate liability for any such
tax owed by you is and remains your responsibility, and that Procter & ▇▇▇▇▇▇
makes no representations about the tax treatment of your Restricted Stock Units
or Dividend Equivalents, and does not commit to structure any aspect of the
Restricted Stock Units or Dividend Equivalents to reduce or eliminate your tax
liability.
8. SUSPENSION PERIODS AND TERMINATION.
The Company reserves the right from time to time to temporarily suspend
your right to settle your Restricted Stock Units for shares of Common Stock
where such suspension is deemed by the Company as necessary or appropriate.
9. PROCTER & ▇▇▇▇▇▇ RIGHT TO TERMINATE EMPLOYMENT AND OTHER REMEDIES.
(a) Nothing in these Terms and Conditions, or the fact that you have
been awarded Restricted Stock Units, affects in any way the right or
power of Procter & ▇▇▇▇▇▇ to terminate your employment at any time for
any reason, with or without cause, or precludes Procter & ▇▇▇▇▇▇ from
taking any action or enforcing any remedy available to it with respect
to any action or conduct on your part. Without limiting the previous
sentence, the Committee may, for example, suspend or terminate any
outstanding Restricted Stock Units for actions taken by you if the
Committee determines that you have acted significantly contrary to the
best interests of Procter & ▇▇▇▇▇▇ or its subsidiaries. For purposes of
this paragraph, an action taken "significantly contrary to the best
interests of Procter & ▇▇▇▇▇▇ or its subsidiaries" includes without
limitation any action taken or threatened by you that the Committee
determines has, or is reasonably likely to have, a significant adverse
impact on the reputation, goodwill, stability, operation, personnel
retention and management, or business of Procter & ▇▇▇▇▇▇ or any
subsidiary. This paragraph is in addition to any remedy Procter &
▇▇▇▇▇▇ or a subsidiary may have at law or in equity, including without
limitation injunctive and other appropriate relief.
(b) By accepting a Restricted Stock Unit, you acknowledge that: (i) the
Plan is established voluntarily by The Procter & ▇▇▇▇▇▇ Company, is
discretionary in nature, and may be amended, suspended or terminated at
any time; (ii) the award of Restricted Stock Units is voluntary and
occasional and does not create any contractual or other right to
receive future awards of Restricted Stock Units, or benefits in lieu of
Restricted Stock Units, even if Restricted Stock Units have been
awarded repeatedly in the past; (iii) all decisions with respect to
future Restricted Stock Unit awards, if any, will be at the sole
discretion of the Company; (iv) your participation in the Plan is
voluntary; (v) Restricted Stock Units are an extraordinary item and not
part of normal or expected compensation or salary for any purpose,
including without limitation calculating any termination, severance,
resignation, redundancy, or end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company, the
award of Restricted Stock Units will not be interpreted to form an
employment relationship with the Company; and, furthermore, the award
of Restricted Stock Units will not be interpreted to form an employment
contract with any Procter & ▇▇▇▇▇▇ entity; (vii) the future value of
Common Stock is unknown and cannot be predicted with certainty; and
(viii) no claim or entitlement to compensation or damages arises from
termination or forfeiture of Restricted Stock Units, or diminution in
value of Restricted Stock Units or Common Stock received in settlement
thereof, and you irrevocably release Procter & ▇▇▇▇▇▇ from any such
claim that may arise.
10. DATA PRIVACY.
By accepting a Restricted Stock Unit, you explicitly and unambiguously
consent to the collection, use and transfer, in electronic or other form, of
your personal data as described in this document by and among, as applicable,
any Procter & ▇▇▇▇▇▇ entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand that
Procter & ▇▇▇▇▇▇ holds certain personal information about you, including without
limitation your name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in a Procter & ▇▇▇▇▇▇ entity, details
of all options, Restricted Stock Units, or any other entitlement to shares of
stock awarded, canceled, exercised, vested, unvested or outstanding in your
favor, for the purpose of implementing, administering and managing the Plan
("Data"). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that
these recipients may be located in your country or elsewhere, and that the
recipient's country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names and
addresses of any potential recipients of Data by contacting your local human
resources representative. You authorize the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third party
with whom you may elect to deposit any shares of Common Stock in connection with
the settlement of your Restricted Stock Units. You understand that Data will be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view Data,
request additional information about the storage and processing of Data, require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your local
human resources representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the Plan. For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human resources
representative.
11. NOTICES.
(a) Any notice to Procter & ▇▇▇▇▇▇ that is required or appropriate with
respect to Restricted Stock Units held by you must be in writing and
addressed to:
The Procter & ▇▇▇▇▇▇ Company
ATTN: Corporate Secretary's Office
P.O. Box 599
Cincinnati, OH 45201
or such other address as Procter & ▇▇▇▇▇▇ may from time to time provide
to you in writing.
(b) Any notice to you that is required or appropriate with respect to
Restricted Stock Units held or to be awarded to you will be provided to
you in written or electronic form at any physical or electronic mail
address for you that is on file with Procter & ▇▇▇▇▇▇.
12. SUCCESSORS AND ASSIGNS.
These Terms and Conditions are binding on, and inure to the benefit of,
(a) The Procter & ▇▇▇▇▇▇ Company and its successors and assigns; and (b) you
and, if applicable, the representative of your estate.
13. GOVERNING LAW.
The validity, interpretation, performance and enforcement of these
Terms and Conditions, the Plan and your Restricted Stock Units will be governed
by the laws of the State of Ohio, U.S.A. without giving effect to any other
jurisdiction's conflicts of law principles. With respect to any dispute
concerning these Terms and Conditions, the Plan and your Restricted Stock Units,
you consent to the exclusive jurisdiction of the federal or state courts located
in ▇▇▇▇▇▇▇▇ County, Ohio, U.S.A.
14. THE PLAN.
All Restricted Stock Units awarded to you have been awarded under the
Plan. Certain provisions of the Plan may have been repeated or emphasized in
these Terms and Conditions; however, all terms of the Plan apply to you and your
Restricted Stock Units whether or not they have been called out in these Terms
and Conditions.
15. EFFECT OF THESE TERMS AND CONDITIONS.
These Terms and Conditions and the terms of the Plan, which are
incorporated herein by reference, describe the contractual rights awarded to you
in the form of Restricted Stock Units, and the obligations imposed on you in
connection with those rights. No right exists with respect to Restricted Stock
Units except as described in these Terms and Conditions and the Plan.
Form RTN
[INSERT DATE]
[INSERT NAME]
SUBJECT: AWARD OF RESTRICTED STOCK UNITS
This is to advise you that The Procter & ▇▇▇▇▇▇ Company, an Ohio corporation, is
awarding you with Restricted Stock Units, on the dates and in the amounts listed
below, pursuant to The Procter & ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation
Plan, and subject to the attached Statement of Terms and Conditions Form RTN.
Grant Date: [INSERT DATE OF GRANT]
Forfeiture Date: [INSERT DATE FORFEITURE ENDS]
Original Settlement Date: [INSERT DATE RSUs BECOME SHARES]
Number of Restricted Stock Units: [INSERT NUMBER GRANTED]
Paragraph 3(a) of Statement of Terms and Conditions Form RTN [is/is not] waived.
THE PROCTER & ▇▇▇▇▇▇ COMPANY
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
For the Compensation Committee
[ ] I hereby accept the Award of Restricted Stock Units set forth above in
accordance with and subject to the terms of The Procter & ▇▇▇▇▇▇ 2001
Stock and Incentive Compensation Plan and the attached Statement of
Terms and Conditions for Restricted Stock Units, with which I am
familiar. I agree that the Award of Restricted Stock Units, The Procter
& ▇▇▇▇▇▇ 2001 Stock and Incentive Compensation Plan, and the attached
Statement of Terms and Conditions for Restricted Stock Units together
constitute an agreement between the Company and me in accordance with
the terms thereof and hereof, and I further agree that any legal action
related to this Award of Restricted Stock Units may be brought in any
federal or state court located in ▇▇▇▇▇▇▇▇ County, Ohio, USA, and I
hereby accept the jurisdiction of these courts and consent to service of
process from said courts solely for legal actions related to this Award
of Restricted Stock Units.
[ ] I hereby reject the Award of Restricted Stock Units set forth above.
------------------- -------------------------------------- -------------------
Date Signature P&G E-mail Address
Form RTN
THE PROCTER & ▇▇▇▇▇▇ COMPANY
STATEMENT OF TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS
THE PROCTER & ▇▇▇▇▇▇ 2001 STOCK AND INCENTIVE COMPENSATION PLAN
The Restricted Stock Units awarded to you as set forth in the letter
you received from the Company (your "Award Letter"), and your ownership thereof,
are subject to the following terms and conditions.
1. DEFINITIONS.
For purposes of this Statement of Terms and Conditions for Restricted
Stock Units ("Terms and Conditions"), all capitalized terms not defined in these
Terms and Conditions will have the meanings described in The Procter & ▇▇▇▇▇▇
2001 Stock and Incentive Compensation Plan (the "Plan"), and the following terms
will have the following meanings.
(a) "DATA" has the meaning described in Section 10;
(b) "DISABILITY" means termination of employment under the permanent
disability provision of any retirement plan of Procter & ▇▇▇▇▇▇;
(c) "DIVIDEND EQUIVALENTS" has the meaning described in Section 4;
(d) "FORFEITURE DATE" is the date identified as such in your Award
Letter;
(e) "FORFEITURE PERIOD" means the period from the Grant Date until the
Forfeiture Date.
(f) "GRANT DATE" means the date a Restricted Stock Unit was awarded to
you, as identified in your Award Letter;
(g) "ORIGINAL SETTLEMENT DATE" is the date identified as such in your
Award Letter, as adjusted, if applicable, by Section 2;
(h) "POST-FORFEITURE PERIOD" means the period from the Forfeiture Date
until the Original Settlement Date;
(i) "PROCTER & ▇▇▇▇▇▇" means the Company and/or its Subsidiaries;
(j) "RESTRICTED STOCK UNIT" means an unfunded, unsecured promise by the
Company, in accordance with these Terms and Conditions and the
provisions of the Plan, to issue to you one share of Common Stock on
the Original Settlement Date.
2. TRANSFER AND RESTRICTIONS.
(a) Neither Restricted Stock Units nor your interest in them may be
sold, exchanged, transferred, pledged, hypothecated, given or otherwise
disposed of by you at any time, except by will or by the laws of
descent and distribution. Any attempted transfer of a Restricted Stock
Unit, whether voluntary or involuntary on your part, will result in the
immediate forfeiture to the Company, and cancellation, of the
Restricted Stock Unit (including all rights to receive Dividend
Equivalents).
(b) During the Forfeiture Period, your Restricted Stock Units
(including all rights to receive Dividend Equivalents) will be
forfeited and cancelled if you leave your employment with Procter &
▇▇▇▇▇▇ for any reason, except due to: (i) your Disability; or (ii) in
certain circumstances, your Special Separation. In the event of your
Disability during the Forfeiture Period, unless otherwise agreed to in
writing by the Company, your Original Settlement Date will
automatically and immediately become, without any further action by you
or the Company, the date of your Disability. In the event of your
Special Separation during the Forfeiture Period, your Restricted Stock
Units will be forfeited and cancelled unless otherwise agreed to in
writing by the Company.
(c) During the Post-Forfeiture Period, if you leave your employment
with Procter & ▇▇▇▇▇▇ for any reason other than: (i) Disability; (ii)
Special Separation; or (iii) retirement in accordance with the
provisions of any appropriate retirement plan of Procter & ▇▇▇▇▇▇, your
Original Settlement Date will automatically and immediately become,
without any further action by you or the Company, the date of your
termination of employment. In the event of your Disability or Special
Separation during the Post-Forfeiture Period, unless otherwise agreed
to in writing by the Company, your Original Settlement Date will
automatically and immediately become, without any further action by you
or the Company, the date of your Disability or Special Separation, as
applicable. In the event of your retirement in accordance with the
provisions of any appropriate retirement plan of Procter & ▇▇▇▇▇▇
during the Post-Forfeiture Period, you will retain your Restricted
Stock Units subject to the Plan and these Terms and Conditions.
(d) Upon your death or the occurrence of a Change in Control at any
time while you hold Restricted Stock Units and/or Dividend Equivalents,
your Original Settlement Date will automatically and immediately
become, without any further action by you or the Company, the date of
your death or of the Change in Control, as applicable.
(e) From time to time, the Company and/or the Committee may establish
procedures with which you must comply in order to accept an award of
Restricted Stock Units, or to settle your Restricted Stock Units,
including requiring you to do so by means of electronic signature, or
charging you an administrative fee for doing so.
(f) Once your Restricted Stock Units have been settled by delivery to
you of an equivalent number of shares of Common Stock, the Restricted
Stock Units will have no further value, force or effect and you will
cease to receive Dividend Equivalents associated with the Restricted
Stock Units.
3. CONFIDENTIALITY AND NON-COMPETITION
(a) In order to better protect the goodwill of Procter & ▇▇▇▇▇▇ and to
prevent the disclosure of Procter & Gamble's trade secrets and
confidential information, and thereby help ensure the long-term success
of Procter & Gamble's business, in consideration of your being awarded
Restricted Stock Units, you (without prior written consent of Procter &
▇▇▇▇▇▇), will not engage in any activity or provide any services,
whether as a director, manager, supervisor, employee, advisor,
consultant or otherwise, for a period of three (3) years following the
date your employment with Procter & ▇▇▇▇▇▇ is terminated in connection
with the manufacture, development, advertising, promotion, or sale of
any product which is the same as or similar to or competitive with any
products of Procter & ▇▇▇▇▇▇ (including both existing products as well
as products known to you, as a consequence of your employment with
Procter & ▇▇▇▇▇▇, to be in development):
(i) with respect to which your work has been directly
concerned at any time during the two (2) years preceding the
termination of your employment with Procter & ▇▇▇▇▇▇; or (ii)
with respect to which, during the two (2) years preceding the
termination of your employment with Procter & ▇▇▇▇▇▇, you, as
a consequence of your job performance and duties, acquired
knowledge of trade secrets or other confidential information
of Procter & ▇▇▇▇▇▇.
For purposes of this Section 3(a), it will be conclusively presumed
that you have knowledge of information you were directly exposed to
through actual receipt or review of memoranda or documents containing
such information, or through attendance at meetings at which such
information was discussed or disclosed.
(b) The provisions of Section 3(a) are not in lieu of, but are in
addition to your continuing obligation (which you acknowledge by
accepting an award of Restricted Stock Units) to not use or disclose
Procter & Gamble's trade secrets or confidential information known to
you until any particular trade secret or confidential information
becomes generally known (through no fault of yours). As used in this
Section 3(b), "generally known" means known throughout the domestic
United States industry or, if you have job responsibilities partially
or entirely outside of the United States, the appropriate domestic
United States and/or appropriate foreign country or countries'
industry(ies). Information regarding products in development, in test
marketing, or being marketed or promoted in a discrete geographic
region, which information Procter & ▇▇▇▇▇▇ is considering for broader
use, will not be deemed to be "generally known" until such broader use
is actually commercially implemented. As used in this Section, "trade
secrets or other confidential information" also includes personnel
knowledge about a manager, or managers, of Procter & ▇▇▇▇▇▇ or its
subsidiaries gained in the course of your employment with Procter &
▇▇▇▇▇▇ or its subsidiaries (including personnel ratings or rankings,
manager or peer evaluations, performance records, special skills or
abilities, compensation, work and development plans, training, nature
of specific project and work assignments, or specialties developed as a
result of such assignments) which directly or indirectly affords you a
confidential basis to solicit, encourage, or participate in soliciting
any manager, or managers, of Procter & ▇▇▇▇▇▇ or any subsidiary to
terminate his or her relationship with Procter & ▇▇▇▇▇▇ or that
subsidiary.
(c) By accepting an award of Restricted Stock Units, you agree that, if
you were, without authority, to use or disclose Procter & Gamble's
trade secrets or confidential information or threaten to do so, ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ would be entitled to injunctive and other appropriate relief
to prevent you from doing so. You further agree that the harm caused to
Procter & ▇▇▇▇▇▇ by the breach or anticipated breach of this Section
3(c) is, by its nature, irreparable because, among other things, it is
not readily susceptible of proof as to the monetary harm that would
ensue. You agree that any interim or final equitable relief entered by
a court of competent jurisdiction will, at the request of ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇, be entered on consent and enforced by any court having
jurisdiction over you, without prejudice to any rights you or Procter &
▇▇▇▇▇▇ may have to appeal from the proceedings which resulted in any
grant of such relief.
(d) If any of the provisions contained in Sections 3(a) through (c) are
for any reason, whether by application of existing law or law which may
develop after your acceptance of an award of Restricted Stock Units,
determined by a court of competent jurisdiction to be overly broad as
to scope of activity, duration, or territory, then by accepting an
award of Restricted Stock Units you agree to join Procter & ▇▇▇▇▇▇ in
requesting such court to construe such provision by limiting or
reducing it so as to be enforceable to the extent compatible with
then-applicable law. If any one or more of the provisions contained in
Section 3(a) through (c) are determined by a court of competent
jurisdiction to be invalid, void or unenforceable, then the remainder
of the provisions will remain in full force and effect and will not be
affected, impaired or invalidated in any way.
4. DIVIDEND EQUIVALENTS.
As a holder of Restricted Stock Units, during the period from the Grant
Date until the Original Settlement Date, each time a cash dividend or other cash
distribution is paid with respect to Common Stock, you will receive additional
Restricted Stock Units ("Dividend Equivalents"). The number of such additional
Restricted Stock Units will be determined as follows: multiply the number of
Restricted Stock Units currently held by the per share amount of the cash
dividend or other cash distribution on the Common Stock, and then divide the
result by the price of the Common Stock on the date of the dividend or
distribution. These Dividend Equivalent Restricted Stock Units will be subject
to the same terms and conditions as the original Restricted Stock Units that
gave rise to them, including forfeiture and settlement terms, except that if
there is a fractional number of Dividend Equivalent Restricted Stock Units on
the date they are to be settled, you will receive one share of Common Stock for
the fractional Dividend Equivalent Restricted Stock Units.
5. VOTING AND OTHER SHAREHOLDER RIGHTS.
A Restricted Stock Unit is not a share of Common Stock, and thus you
are not entitled to any voting, dividend or other rights as a shareholder of the
Company with respect to the Restricted Stock Units you hold.
6. ADJUSTMENTS IN CASE OF STOCK DIVIDENDS, STOCK SPLITS, ETC.
In the event of a future reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights offering,
share exchange, reclassification, distribution, spin-off, or other change
affecting the corporate structure, capitalization or Common Stock, the number of
Restricted Stock Units you hold will be adjusted appropriately and equitably to
prevent dilution or enlargement of your rights.
7. TAX WITHHOLDING.
To the extent Procter & ▇▇▇▇▇▇ is required to withhold federal, state,
local or foreign taxes in connection with your Restricted Stock Units or
Dividend Equivalents, the Committee may require you to make such arrangements as
Procter & ▇▇▇▇▇▇ may ▇▇▇▇ appropriate for the payment of such taxes required to
be withheld, including without limitation, relinquishment of some of the shares
of Common Stock that would otherwise be given to you. However, regardless of any
action taken by Procter & ▇▇▇▇▇▇ with respect to any income tax, social
insurance, payroll tax, or other tax, by accepting a Restricted Stock Unit or
Dividend Equivalent, you acknowledge that the ultimate liability for any such
tax owed by you is and remains your responsibility, and that Procter & ▇▇▇▇▇▇
makes no representations about the tax treatment of your Restricted Stock Units
or Dividend Equivalents, and does not commit to structure any aspect of the
Restricted Stock Units or Dividend Equivalents to reduce or eliminate your tax
liability.
8. SUSPENSION PERIODS AND TERMINATION.
The Company reserves the right from time to time to temporarily suspend
your right to settle your Restricted Stock Units for shares of Common Stock
where such suspension is deemed by the Company as necessary or appropriate.
9. PROCTER & ▇▇▇▇▇▇ RIGHT TO TERMINATE EMPLOYMENT AND OTHER REMEDIES.
(a) Nothing in these Terms and Conditions, or the fact that you have
been awarded Restricted Stock Units, affects in any way the right or
power of Procter & ▇▇▇▇▇▇ to terminate your employment at any time for
any reason, with or without cause, or precludes Procter & ▇▇▇▇▇▇ from
taking any action or enforcing any remedy available to it with respect
to any action or conduct on your part. Without limiting the previous
sentence, the Committee may, for example, suspend or terminate any
outstanding Restricted Stock Units for actions taken by you if the
Committee determines that you have acted significantly contrary to the
best interests of Procter & ▇▇▇▇▇▇ or its subsidiaries. For purposes of
this paragraph, an action taken "significantly contrary to the best
interests of Procter & ▇▇▇▇▇▇ or its subsidiaries" includes without
limitation any action taken or threatened by you that the Committee
determines has, or is reasonably likely to have, a significant adverse
impact on the reputation, goodwill, stability, operation, personnel
retention and management, or business of Procter & ▇▇▇▇▇▇ or any
subsidiary. This paragraph is in addition to any remedy Procter &
▇▇▇▇▇▇ or a subsidiary may have at law or in equity, including without
limitation injunctive and other appropriate relief.
(b) By accepting a Restricted Stock Unit, you acknowledge that: (i) the
Plan is established voluntarily by The Procter & ▇▇▇▇▇▇ Company, is
discretionary in nature, and may be amended, suspended or terminated at
any time; (ii) the award of Restricted Stock Units is voluntary and
occasional and does not create any contractual or other right to
receive future awards of Restricted Stock Units, or benefits in lieu of
Restricted Stock Units, even if Restricted Stock Units have been
awarded repeatedly in the past; (iii) all decisions with respect to
future Restricted Stock Unit awards, if any, will be at the sole
discretion of the Company; (iv) your participation in the Plan is
voluntary; (v) Restricted Stock Units are an extraordinary item and not
part of normal or expected compensation or salary for any purpose,
including without limitation calculating any termination, severance,
resignation, redundancy, or end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar
payments; (vi) in the event that your employer is not the Company, the
award of Restricted Stock Units will not be interpreted to form an
employment relationship with the Company; and, furthermore, the award
of Restricted Stock Units will not be interpreted to form an employment
contract with any Procter & ▇▇▇▇▇▇ entity; (vii) the future value of
Common Stock is unknown and cannot be predicted with certainty; and
(viii) no claim or entitlement to compensation or damages arises from
termination or forfeiture of Restricted Stock Units, or diminution in
value of Restricted Stock Units or Common Stock received in settlement
thereof, and you irrevocably release Procter & ▇▇▇▇▇▇ from any such
claim that may arise.
10. DATA PRIVACY.
By accepting a Restricted Stock Unit, you explicitly and unambiguously
consent to the collection, use and transfer, in electronic or other form, of
your personal data as described in this document by and among, as applicable,
any Procter & ▇▇▇▇▇▇ entity or third party for the purpose of implementing,
administering and managing your participation in the Plan. You understand that
Procter & ▇▇▇▇▇▇ holds certain personal information about you, including without
limitation your name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in a Procter & ▇▇▇▇▇▇ entity, details
of all options, Restricted Stock Units, or any other entitlement to shares of
stock awarded, canceled, exercised, vested, unvested or outstanding in your
favor, for the purpose of implementing, administering and managing the Plan
("Data"). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that
these recipients may be located in your country or elsewhere, and that the
recipient's country may have different data privacy laws and protections than
your country. You understand that you may request a list with the names and
addresses of any potential recipients of Data by contacting your local human
resources representative. You authorize the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to any broker or other third party
with whom you may elect to deposit any shares of Common Stock in connection with
the settlement of your Restricted Stock Units. You understand that Data will be
held only as long as is necessary to implement, administer and manage your
participation in the plan. You understand that you may, at any time, view Data,
request additional information about the storage and processing of Data, require
any necessary amendments to Data, or refuse or withdraw the consents contained
in this paragraph, in any case without cost, by contacting in writing your local
human resources representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the Plan. For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human resources
representative.
11. NOTICES.
(a) Any notice to Procter & ▇▇▇▇▇▇ that is required or appropriate with
respect to Restricted Stock Units held by you must be in writing and
addressed to:
The Procter & ▇▇▇▇▇▇ Company
ATTN: Corporate Secretary's Office
P.O. Box 599
Cincinnati, OH 45201
or such other address as Procter & ▇▇▇▇▇▇ may from time to time provide
to you in writing.
(b) Any notice to you that is required or appropriate with respect to
Restricted Stock Units held or to be awarded to you will be provided to
you in written or electronic form at any physical or electronic mail
address for you that is on file with Procter & ▇▇▇▇▇▇.
12. SUCCESSORS AND ASSIGNS.
These Terms and Conditions are binding on, and inure to the benefit of,
(a) the Company and its successors and assigns; and (b) you and, if applicable,
the representative of your estate.
13. GOVERNING LAW.
The validity, interpretation, performance and enforcement of these
Terms and Conditions, the Plan and your Restricted Stock Units will be governed
by the laws of the State of Ohio, U.S.A. without giving effect to any other
jurisdiction's conflicts of law principles. With respect to any dispute
concerning these Terms and Conditions, the Plan and your Restricted Stock Units,
you consent to the exclusive jurisdiction of the federal or state courts located
in ▇▇▇▇▇▇▇▇ County, Ohio, U.S.A.
14. THE PLAN.
All Restricted Stock Units awarded to you have been awarded under the
Plan. Certain provisions of the Plan may have been repeated or emphasized in
these Terms and Conditions; however, all terms of the Plan apply to you and your
Restricted Stock Units whether or not they have been called out in these Terms
and Conditions.
15. EFFECT OF THESE TERMS AND CONDITIONS.
These Terms and Conditions and the terms of the Plan, which are
incorporated herein by reference, describe the contractual rights awarded to you
in the form of Restricted Stock Units, and the obligations imposed on you in
connection with those rights. No right exists with respect to Restricted Stock
Units except as described in these Terms and Conditions and the Plan.