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Procter & Gamble Co – ‘10-Q’ for 9/30/15 – ‘EX-10.5’

On:  Friday, 10/23/15, at 4:03pm ET   ·   For:  9/30/15   ·   Accession #:  80424-15-98   ·   File #:  1-00434

Previous ‘10-Q’:  ‘10-Q’ on 4/23/15 for 3/31/15   ·   Next:  ‘10-Q’ on 1/26/16 for 12/31/15   ·   Latest:  ‘10-Q’ on 4/19/24 for 3/31/24   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/23/15  Procter & Gamble Co               10-Q        9/30/15   74:6.9M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    440K 
 2: EX-3.2      Exhibit 3.2 Regulations as Approved by the Board    HTML     77K 
                of Directors on June 9, 2015                                     
 3: EX-10.1     Exhibit 10.1 Summary of the Company's Short Term    HTML     42K 
                Achievement Reward Program                                       
 4: EX-10.2     Exhibit 10.2 Short Term Achievement Reward Program  HTML    176K 
 5: EX-10.3     Exhibit 10.3 Summary of the Company's Performance   HTML     42K 
                Stock Program                                                    
 6: EX-10.4     Exhibit 10.4 Performance Stock Program              HTML     61K 
 7: EX-10.5     Exhibit 10.5 Summary of the Company's Key Manager   HTML     37K 
                Long-Term Incentive Program                                      
 8: EX-10.6     Exhibit 10.6 Key Manager Long-Term Incentive        HTML    247K 
                Program                                                          
 9: EX-10.7     Exhibit 10.7 Summary of the Company's Retirement    HTML     31K 
                Plan Restoration Program                                         
10: EX-10.8     Exhibit 10.8 Retirement Plan Restoration Program    HTML     64K 
11: EX-10.9     Exhibit 10.9 the Procter & Gamble 2014 Stock and    HTML     54K 
                Incentive Compensation Plan                                      
12: EX-12       Exhibit 12 Computation of Ratio of Earnings to      HTML     41K 
                Fixed Charges                                                    
13: EX-31.1     Exhibit 31.1 Rule 13A-14(A)/15D-14(A)               HTML     31K 
                Certification Chief Executive Officer                            
14: EX-31.2     Exhibit 31.2 Rule 13A-14(A)/15D-14(A)               HTML     31K 
                Certification Chief Financial Officer                            
15: EX-32.1     Exhibit 32.1 Section 1350 Certifications Chief      HTML     26K 
                Executive Officer                                                
16: EX-32.2     Exhibit 32.2 Section 1350 Certifications Chief      HTML     25K 
                Financial Officer                                                
53: R1          Document and Entity Information                     HTML     50K 
43: R2          Consolidated Statements of Earnings                 HTML     97K 
51: R3          Condolidated Statements of Comprehensive Income     HTML     52K 
55: R4          Consolidated Balance Sheets                         HTML    145K 
69: R5          Consolidated Statements of Cash Flows               HTML    108K 
45: R6          Basis of Presentation                               HTML     29K 
50: R7          New Accounting Pronouncements and Policies          HTML     30K 
40: R8          Segment Information                                 HTML     70K 
33: R9          Goodwill and Other Intangible Assets                HTML     66K 
70: R10         Share-Based Compensation                            HTML     29K 
57: R11         Risk Management Activities and Fair Value           HTML    110K 
                Measurements                                                     
56: R12         Accumulated Other Comprehensive Income (Loss)       HTML     55K 
61: R13         Earnings Per Share                                  HTML     84K 
62: R14         Restructuring Program                               HTML     65K 
60: R15         Commitments and Contingencies                       HTML     31K 
63: R16         Discontinued Operations                             HTML    181K 
52: R17         Segment Information (Tables)                        HTML     65K 
54: R18         Goodwill and Other Intangible Assets (Tables)       HTML     57K 
59: R19         Risk Management Activities and Fair Value           HTML    114K 
                Measurements (Tables)                                            
74: R20         Accumulated Other Comprehensive Income (Loss)       HTML     52K 
                (Tables)                                                         
65: R21         Earnings Per Share (Tables)                         HTML     82K 
47: R22         Restructuring Program (Tables)                      HTML     58K 
58: R23         Discontinued Operations (Tables)                    HTML    169K 
49: R24         Segment Information (Details)                       HTML     48K 
28: R25         Goodwill and Other Intangible Assets - Additional   HTML     41K 
                Information (Details)                                            
66: R26         Goodwill and Other Intangible Assets - Change in    HTML     44K 
                the Net Carrying Amount of Goodwill by Global                    
                Business Unit (Details)                                          
71: R27         Goodwill and Other Intangible Assets -              HTML     33K 
                Identifiable Intangible Assets (Details)                         
36: R28         Share-Based Compensation (Details)                  HTML     27K 
35: R29         Postretirement Benefits (Details)                   HTML     31K 
38: R30         Risk Management Activities and Fair Value           HTML     44K 
                Measurements - Additional Information (Details)                  
39: R31         Risk Management Activities and Fair Value           HTML     32K 
                Measurements - Assets Measured at Fair Value on A                
                Recurring Basis (Details)                                        
41: R32         Risk Management Activities and Fair Value           HTML     39K 
                Measurements - Derivative Notional Amounts and                   
                Fair Value (Details)                                             
27: R33         Risk Management Activities and Fair Value           HTML     35K 
                Measurements Risk Management Activities and Fair                 
                Value Measurements - Gain (Loss) on Derivative                   
                Instruments (Effective Portion) (Details)                        
64: R34         Risk Management Activities and Fair Value           HTML     48K 
                Measurements - Gain (Loss) on Derivative                         
                Instruments (Details)                                            
46: R35         Accumulated Other Comprehensive Income (Loss)       HTML     61K 
                Accumulated Other Comprehensive Income (Loss) -                  
                Changes in Aoci and Reclassification Out of Aoci                 
                (Details)                                                        
48: R36         Earnings Per Share (Details)                        HTML     80K 
31: R37         Earnings Per Share - Antidilutive Securities        HTML     29K 
                (Details)                                                        
73: R38         Restructuring Program - Additional Information      HTML     57K 
                (Details)                                                        
23: R39         Restructuring Program - Restructuring Reserve by    HTML     46K 
                Type of Costs (Details)                                          
42: R40         Restructuring Program - Restructuring Costs Per     HTML     42K 
                Segment (Details)                                                
68: R41         Commitments and Contingencies - Additional          HTML     32K 
                Information (Details)                                            
29: R42         Discontinued Operations - Additional Information    HTML     55K 
                (Details)                                                        
34: R43         Discontinued Operations - Net Earnings From         HTML     37K 
                Discontinued Operations (Details)                                
37: R44         Discontinued Operations - Major Components of       HTML     60K 
                Assets and Liabilities (Details)                                 
44: R45         Discontinued Operations - Net Earnings From         HTML     48K 
                Discontinued Operations for Beauty Brands                        
                (Details)                                                        
26: R46         Discontinued Operations - Cash Flows for Beauty     HTML     28K 
                Brands (Details)                                                 
32: R47         Discontinued Operations - Major Components of       HTML    115K 
                Assets and Liabilities for Beauty Brands (Details)               
24: R48         Discontinued Operations - Net Earnings From         HTML     60K 
                Discontinued Operations for Batteries and Pet Care               
                (Details)                                                        
67: R49         Discontinued Operations - Major Components of       HTML     72K 
                Assets and Liabilities for Batteries and Pet Care                
                (Details)                                                        
72: XML         IDEA XML File -- Filing Summary                      XML    114K 
25: EXCEL       IDEA Workbook of Financial Reports                  XLSX     58K 
17: EX-101.INS  XBRL Instance -- pg-20150930                         XML   1.77M 
19: EX-101.CAL  XBRL Calculations -- pg-20150930_cal                 XML    172K 
20: EX-101.DEF  XBRL Definitions -- pg-20150930_def                  XML    553K 
21: EX-101.LAB  XBRL Labels -- pg-20150930_lab                       XML   1.08M 
22: EX-101.PRE  XBRL Presentations -- pg-20150930_pre                XML    722K 
18: EX-101.SCH  XBRL Schema -- pg-20150930                           XSD    115K 
30: ZIP         XBRL Zipped Folder -- 0000080424-15-000098-xbrl      Zip    165K

‘EX-10.5’   —   Exhibit 10.5 Summary of the Company’s Key Manager Long-Term Incentive Program

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Exhibit  


EXHIBIT (10-5)
Summary of the Procter & Gamble Key Manager
Long-Term Incentive Program























































KEY MANAGER LONG-TERM INCENTIVE PROGRAM
The Key Manager Long-Term Incentive Program (“KM Program”) is part of The Procter & Gamble Company’s (the “Company”) long-term incentive compensation and is designed to increase employee ownership and focus employees on the long-term success of the Company. Awards granted under the KM Program (“KM Awards”) are made pursuant to authority delegated to the Compensation & Leadership Development Committee (the “Committee”) by the Board of Directors for determining compensation for the Company’s principal officers and for making awards under The Procter & Gamble 2014 Stock and Incentive Compensation Plan (the “2014 Plan”) or any successor stock plan approved in accordance with applicable listing standards.
I.    ELIGIBILITY
Active employees at Band 4 and above as of October 1 prior to grant date are included in the Plan, as well as a select percent of Band 3 employees. Employees recommended by management and approved by the Committee or Committee’s delegate are eligible to participate (“Participants”).
II.    OVERVIEW
The KM Program motivates leaders to achieve results in the long term by driving ownership behavior through the awarding of stock options, stock appreciation rights (SARs), and restricted stock units (RSUs). Participants at Band 4 and above may be provided a choice of a mix of stock options and RSUs, except for the CEO, whose grant form is solely determined by the Committee. The choice must be made before the end of the calendar year preceding the award date. Band 3 participants receive awards in the form of stock options, RSUs, or a mix as authorized by the CEO prior to grant date. Exceptions may exist in some countries where stock options and/or RSUs are not locally allowed or effective as a compensation vehicle.
III.    AWARD DETERMINATION
Market grant values by Job Band are based on competitive market data from peer companies and analysis of global long-term incentive practices. Market data is converted to Stock Option Grant value by dividing the market value by the stock option valuation factor as approved by the Committee.
•
CEO - The market analysis is reviewed and a final award value for the CEO is determined solely by the Committee.
•
Principal Officers - Market grant values for Principal Officers are authorized by the Committee. Final awards for Principal Officers are recommended by the CEO and approved directly by the Committee.
•
Band 4-6 - The CEO authorizes market grant values by band below Band 7. Individual employee award targets are determined based on the employee’s home country, job band, time at band, and rating. The final award values for Band 4-6 are further adjusted by Business Unit leaders for relative performance within an award pool. Actual award amounts can be varied in the pool between 50% and 150% of the individual employee target. Final award amounts for employees Band 4-6 are approved by the CEO as delegated by the Committee. Awards for low performers are reduced or eliminated.
•
Band 3 - The CEO authorizes market grant values, award mix, and participation rates at Band 3. The Business Unit leaders select the Band 3 participants within their organizations. The final award values for Band 3 are set based on home country and approved by the CEO as authorized by the Committee.

The number of stock options or SARs awarded to each employee will be determined by dividing the approved stock option grant value by the Grant Price (rounded up to the next whole share). RSUs are exchanged at a fixed ratio to stock options (example: 1 RSU for 5 stock options) as approved by the Committee.
The option price or grant price used for any KM Award will be the closing price for a share of Common Stock on the New York Stock Exchange on the day of the grant, or such higher price as may be specified in the French Addendum of the Regulations (the “Grant Price”). If the New York Stock Exchange is closed on the day of the grant, then the date of the Award will be the first day of trading of the Company’s stock subsequent to the date previously specified for such award.




KM Awards will be granted on the last business day of February each year. Employees who did not receive the appropriate award on this date due to an administrative or data error will receive their appropriate KM Award on the last business day prior to May 10 each year.
If applicable, Participants must accept their awards according to the terms of the Award Letter or the Award will not be granted.
IV.    VESTING AND SETTLEMENT
Stock options and SARs vest three years following the grant date. They expire ten years after the grant date. KM RSUs have a vest date and settlement date five years following the grant date, are not eligible for dividend equivalents, and cannot be deferred in accordance with Internal Revenue Code 409A unless otherwise determined by the Committee at grant.
V.    SEPARATION FROM THE COMPANY (Defined terms shall have the meaning designated in the 2014 Plan or related award documents)
If the Participant’s Termination of Employment occurs for any reason before the Expiration Date and prior to exercising the Award for stock options and SARs, or before the Vest Date for RSUs, except for the reasons listed below, the Award will be forfeited. Participants must remain in compliance with the terms and conditions set forth in the 2014 Plan, including those in Article 6.
•
Termination on Account of Death (except in France and the UK). The Vest Date for stock options and SARs becomes the date of death and the Award remains exercisable until the Expiration Date. For RSUs, the Award will be fully vested and payment will be made by the later of the end of the calendar year or two and a half months following the date of death.

•
Termination on Account of Death for awards granted in France or the UK. The consequences of death are determined by the local plan supplement, if applicable.

•
Termination on Account of Retirement or Disability after June 30th of the fiscal year in which this Award was granted. Stock options and SARs are retained and will be exercisable on the Vest Date and will expire on the Expiration Date. RSUs are retained and will be delivered on the Settlement Date.

•
Termination pursuant to a Written Separation Agreement that provides for retention of the Award, after June 30th of the fiscal year in which this Award was granted. Stock options and SARS are retained and will become exercisable on the Vest Date and will expire on the Expiration Date. RSUs are retained and will be delivered on the Settlement Date.

•
Termination in connection with a divestiture or separation of any of the Company’s businesses, as determined by the Company’s Chief Human Resource’s Officer. All outstanding Stock options and SARs are retained and will become exercisable on the Vest Date and will expire on the Expiration Date. All outstanding RSUs are retained and will be delivered on the Settlement Date.

VI.    CHANGE IN CONTROL
If there is a Change in Control, the provisions of Article 17 of the 2014 Plan will apply.
VII.    GENERAL TERMS AND CONDITIONS
It shall be understood that the KM Program does not give to any employee any contract rights, express or implied, against the Company for any KM Award, or for compensation in addition to the salary paid to him or her.
This program document may be amended at any time by the Committee.


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/05/22  Procter & Gamble Co.              10-K        6/30/22  109:15M
 8/06/21  Procter & Gamble Co.              10-K        6/30/21  111:15M
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Filing Submission 0000080424-15-000098   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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