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Procter & Gamble Co – ‘10-Q’ for 9/30/15 – ‘EX-10.3’

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

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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-10.3’   —   Exhibit 10.3 Summary of the Company’s Performance Stock Program

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

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  Exhibit  


    
EXHIBIT (10-3)
The Procter & Gamble Performance Stock Program Summary





































PERFORMANCE STOCK PROGRAM SUMMARY


The Performance Stock Program (“PSP”) is a part of The Procter & Gamble Company’s (the “Company”) long-term incentive compensation and is designed to provide additional focus on key Company measures for top executives with senior management responsibility for total Company results. Awards granted under the PSP (“PSP Awards”) are made pursuant to authority delegated to the Compensation & Leadership Development Committee (the “C&LD 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. PSP Awards are Performance-Based Compensation (as defined in Article 15 of the 2014 Plan).

I.    ELIGIBILITY

The Chairman of the Board and Chief Executive Officer and those principal officers at Band 7 or above recommended by management and approved by the C&LD Committee are eligible to participate (“Participants”).


II.    OVERVIEW

The majority of the Band 7 and above compensation is delivered through two long-term incentive programs tied to Company performance: PSP and the Key Manager Stock Grant.
The C&LD Committee uses competitive market data to set total long-term compensation targets considering the median total long-term compensation of comparable positions in the Peer Group, regressed for revenue size. The CEO recommends NEO grants to the C&LD Committee based on benchmarked long-term compensation targets, adjusted for business results and individual contributions attributable to each NEO and including that individual’s leadership skills. These recommendations can be up to 50% above or 50% below the benchmarked target. The C&LD Committee retains full authority to accept, modify, or reject these recommendations. In exceptional cases, no grant will be awarded. Approximately half of each NEO’s long-term compensation is allocated to PSP via an Initial PSU Grant (as defined below). The remaining portion is a Key Manager Stock Grant.

PSP rewards Participants for Company performance against certain three-year performance goals in categories established by the C&LD Committee. The C&LD Committee sets these performance goals for each three-year period that begins on July 1 and ends on June 30 three years later (“Performance Period”). In the first year of each Performance Period, the C&LD Committee grants Performance Stock Units (“PSUs”) to Participants that will vest at the end of the Performance Period based on the Company’s performance relative to the pre-established performance goals (“Initial PSU Grant”). The number of PSUs that vest at the end of the Performance Period depends on the Company’s performance against the pre-established performance goals. Vested PSUs are converted into shares of the Company’s common stock (“Common Stock”) delivered to the applicable Participant within 60 days following the end of the Performance Period, or such later date as may be elected by the Participant in accordance with Section 409A of the Internal Revenue Code (“Section 409A”).

III.
PERFORMANCE CATEGORIES

The PSP Award is based on the Company’s performance in each of the following categories (each a “Performance Category”):

•
Organic sales growth (percentile rank in peer group);
•
Before-tax operating profit growth;
•
Core earnings per share (EPS) growth;
•
Adjusted free cash flow productivity.





Within the first 90 days of each Performance Period, the C&LD Committee sets three-year performance goals (“Performance Goals”) for each Performance Category for such Performance Period and establishes a sliding scale to measure the Company’s performance against each Performance Goal in each Performance Category. The C&LD Committee uses the sliding scale to establish a payout factor between 0% and 200% for each Performance Category ( a “Sales Factor”, “Profit Factor”, “EPS Factor” and “Cash Flow Factor”, collectively, “Performance Factors”).

In all cases, the C&LD Committee retains the discretion to include or exclude certain of the Performance Categories for purposes of determining the PSP Award. The C&LD Committee may reduce or eliminate any payment if it determines that such payout is inconsistent with long-term shareholders’ interests.

PSP awards will have the following terms unless otherwise approved by the C&LD Committee:

IV.    THE INITIAL PSU GRANT

The C&LD Committee has the sole discretion to establish the target award (“PSP Target”) for each Participant. The PSP Target will be a cash amount and will be the basis for the Initial PSU Grant. The C&LD Committee will make the Initial PSU Grant on the last business date in February (“Grant Date”) following the beginning of each Performance Period. If the New York Stock Exchange is closed on the day of the grant, then the C&LD will establish a grant date as soon as practical subsequent to the date previously specified for such award. The Initial PSU Grant will set forth a target and maximum number of PSUs. The Initial PSU Grant target will be determined by dividing the PSP Target by the closing price (“Grant Price”) of the Company’s Common Stock on the New York Stock Exchange as of the close of business on the Grant Date, rounding to the nearest whole unit.

The Initial PSU Grant maximum will be two times the Initial PSU Grant target.
                                                                                                                           
V.     PSU VESTING AND PAYMENT

After the Performance Period is complete, the C&LD Committee will establish the Payout Factors for each of the Performance Categories based on the Company’s results versus the pre-established Performance Goals. The number of PSUs that vest will be determined by multiplying the average of the Performance Factors by the number of PSUs in the Initial PSU Grant target, rounding up to the nearest whole number. The number of PSUs that vest may be equal to, above or below the Initial PSU Grant target depending on the Company’s performance in the Performance Categories, but in no event more than the Initial PSU Grant maximum. Vested PSUs are converted into shares of Common Stock delivered to the applicable Participant within 60 days following the end of the Performance Period, or such later date as may be elected by the Participant in accordance with Section 409A.

The Participant may elect to defer delivery of the Common Stock by electing to receive Restricted Stock Units. PSP RSUs will have the following terms unless otherwise approved by the Committee at grant:

VESTING AND SETTLEMENT : PSP RSUs will be vested on the grant date with a settlement date at least one year following the original PSU delivery date (as elected by the Participant), are not eligible for dividend equivalents, and can be further deferred in accordance with Section 409A. These RSUs will be paid on their Original Settlement Date or the Agreed Settlement Date, except in the case of death. In the case of death (except in France and the UK), 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. For awards granted in France or the UK, the consequences of death are determined by the local plan supplement, if applicable.

VI.     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 Vest Date, 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 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. PSUs 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. PSUs 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 Resources Officer. PSUs are retained and will be delivered on the Settlement Date.


VII.    CHANGE IN CONTROL

Notwithstanding the foregoing, if there is a Change in Control that meets the requirements of a change in control event under Section 409A, all outstanding PSP Awards will vest at 100% of the Initial PSU Grant target (or 100% of the PSP Target if the Change in Control occurs prior to the Initial PSU Grant) and shall be paid in shares of Common Stock at the time of such Change in Control. If there is a Change in Control event that does not meet the requirements of a change in control event under Section 409A, all outstanding PSP Awards will be settled according to the terms and conditions set forth herein, without the application Article 17 of the 2014 Plan. “Change in Control” shall have the same meaning as defined in the 2014 Plan or any successor stock plan approved in accordance with applicable listing standards.

VIII.    GENERAL TERMS AND CONDITIONS

It shall be understood that the PSP does not give to any officer or employee any contract rights, express or implied, against any Company for any PSP Award, or for compensation in addition to the salary paid to him or her, or any right to question the action of the Board of Directors or the C&LD Committee.

Each PSP Award made to an individual at Band 7 and above is subject to the Senior Executive Recoupment Policy adopted by the C&LD Committee in December 2006.

To the extent applicable, it is intended that the PSP comply with the provisions of Section 409A. The PSP will be administered and interpreted in a manner consistent with this intent. Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A) payable under the PSP to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Participant under the PSP may not be reduced by, or offset against, any amount owing by a Participant to the Company.

This program document may be amended at any time by the C&LD 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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